Last checked at 14 Nov 2016 08:58
SEA's Acquisition of Harman
Samsung Electronics Co., Ltd. (KS005930, KS005935, SMSN, SMSD) ("SEC") announced today that its Board of Directors have authorized the following transaction of Samsung Electronics America Inc. ("SEA"), a wholly owned subsidiary of SEC. The details of the acquisition are as below:
1. Method of Acquisition
- SEA will acquire 100% ownership of Harman International Industries, Inc. ("Harman").
2. Transaction Value
- KRW 9.3 trillion (As estimated value, is subject to change)
※ The transaction value (1) equals USD 8.02 billion and (2) was adjusted according to the exchange rate at KEB Hana Bank on the date of disclosure (USD 1: KRW 1,164.40).
- The transaction value includes USD 220 million scheduled to be paid to Harman's Stock options, Stock appreciation rights and Restricted stock unit awards (collectively "Company Equity Award") holders. The final amount is subject to change, depending on whether the qualifying conditions of each Company Equity Award are met.
- Financing for the acquisition will be provided from a capital injection by SEC.
3. Completion of Transaction
- The transaction is scheduled to be completed within the third quarter of 2017 (subject to change), upon the satisfaction of various conditions, such as the approval of the acquisition by the general shareholders of Harman as well as the approval of relevant government authorities.
- Upon the completion of the transaction, Harman will become a wholly owned subsidiary of SEA, an overseas subsidiary of SEC.
4. Other Information related to investment decision
- Specific details and schedules, such as the capital increase of SEA, financing by SEC for the transaction, agreement on the payment of the merger consideration for the Paying Agent, have not been finalized. SEC will go through its internal approval process as necessary in accordance with the articles of incorporation, company by-laws and related laws and regulations.
- SEC will provide a further update upon any decisions or changes regarding the matters set forth in the disclosure.
- Other information
• Number of Independent Directors Present at the Board of Directors Meeting: 5 (100%)
• Attendance of Audit Committee: Y
※ The audit committee is comprised of independent directors.