Last checked at 2 Nov 2017 07:00
Sale of Business Operations (Update)
Samsung Electronics Co., Ltd. (KS005930, KS005935, SMSN, SMSD) ("SEC") announced today that the details of the sale of business operations of the Printing Solutions business ("Business") have been finalized. The transaction was originally announced on September 12, 2016. The updated details of the transaction are as below:
□ 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 was completed on November 1, 2017, with the completion of the conditions set out in the Agreement which include the approvals of the combination of enterprises from countries concerned with this transaction (South Korea, U.S., EU, China, etc.).
□ Others
- Number of Independent Directors Present at the BOD Meeting: 5 (100%)
- Attendance of Audit Committee: Yes
※ SEC spun off its printing solutions business on November 1, 2016, through the resolution of the Board of Directors (12th September 2016) and approval of the shareholders meeting (27th October 2016), and established S-Printing Solution Co., Inc. on November 4, 2016.