Last checked at 12 Sep 2016 09:49
Sale of Business Operations
Samsung Electronics Co., Ltd. (KS005930, KS005935, SMSN, SMSD) ("SEC") announced today that its Board of Directors has authorized the sale of business operations of the Printing Solutions Business ("Business").
□ On September 12, 2016, SEC and HP Inc. ("HP") entered into a Master Purchase Agreement ("Agreement"), in which SEC agrees to sell the Business to HP, including all assets, liabilities and other related rights and obligations.
□ Major terms of the Agreement are as follows:
- Domestic business: SEC is spinning off the Business and selling 100% of the newly established firm's (tentatively named "S-Printing Solution Co., Ltd.", subject to change) registered common stock to HP. SEC has agreed to enter into licensing agreements that would allow S-Printing Solution Co., Ltd. to sell printing related products and services under the Samsung brand name in South Korea following the sale of the Business. Specific terms of the licensing agreements will be agreed upon following further discussion.
- Overseas business: SEC will be selling its 100% ownership stake in Samsung Electronics (Shandong) Digital Printing Co., Ltd., PrinterOn Inc., Simpress Comercio, Locacao e Servicos S. A., as well as Business related assets owned by overseas affiliate companies of SEC. Upon closing of the Agreement, SEC and HP shall enter into a transfer agreement for shares and assets between SEC and HP's related affiliate companies.
- Price of sale: $ 1.05 billion
□ The sale of the Business to HP is expected to be completed within 1 year, upon completion of the preceding conditions in the Agreement.
(Schedule of the completion is subject to change)
□ Others
- Number of Independent Directors Present at the BOD Meeting: 5 (100%)
- Attendance of Audit Committee: Yes
※ S-Printing Solution Co., Ltd.under SEC will be established as of November 1, 2016, pending the authorization of the spin-off and sale of the Business by the Board of Directors on September 12, 2016. (The authorization and establishment schedule is subject to change)