Last checked at 13 Mar 2017 07:45
SEA's Acquisition of Harman (Update)
Samsung Electronics Co., Ltd. (KS005930, KS005935, SMSN, SMSD) ("SEC") announced today that the details of the acquisition of Harman by Samsung Electronics America Inc. ("SEA"), a wholly owned subsidiary of SEC, have been finalized. The transaction was originally announced on November 14, 2016. The updated details of the transaction are as below:
1. Method of Acquisition
- SEA will acquire 100% ownership of Harman International Industries, Inc. ("Harman").
2. Transaction Value (Updated Information)
- Number of acquired shares: 69,917,681
- Transaction value: KRW 9,339,273,497,346.75
- Total number of shares owned after acquisition: 1,000
※ The transaction value (1) equals USD 8,020,674,594.08 and (2) was adjusted according to the exchange rate at KEB Hana Bank on the date of the original disclosure on November 14, 2016 (USD 1: KRW 1,164.40).
※ The transaction value is calculated at USD 189,894,322.08 scheduled to be paid to Harman's stock options, stock appreciation rights and restricted stock unit awards (collectively "Company Equity Award") holders, and USD 7,830,780,272, which was calculated by multiplying USD 112 by the amount of shares purchased at that price.
※ The number of acquired shares is the number of outstanding shares of Harman (excluding treasury shares) purchased by SEA through payment of the merger consideration. The total number of shares owned after the acquisition is the number of shares owned by SEA after SEA subsidiary Silk's outstanding shares are converted to shares of Harman.
- Financing for the acquisition will be provided from a capital injection by SEC.
※ SEC's increase in capital proceeded without issuing new shares according to applicable U.S. Law.
3. Completion of Transaction
- The transaction was completed at 0:00 am, March 11, 2017 (10:00 am, March 10, New York time).
4. Other Information related to investment decision
- Upon the completion of the transaction, Harman will become a wholly owned subsidiary of SEA, an overseas subsidiary of SEC.
- SEC will provide further updates upon any decisions or changes regarding the matters set forth in this disclosure.