23 Feb 2010 08:37

BOD Approval of Merger with Samsung Digital Imaging
Â
On February 23, 2010, the BOD of Samsung Electronics approved the merger with Samsung Digital Imaging Co., Ltd.
Â
Details of the Merger
Â
1. Method of merger
Samsung Electronics will absorb Samsung Digital Imaging
Â
2. Objective of Merger
To increase management efficiency of the digital camera business and to maximize synergy between businesses.
Â
3. Merger Ratio
Merger Ratio = 1 (Samsung Electronics) : 0.0577663 (Samsung Digital Imaging)
4. Date of Effect : April 1, 2010
Â
5. Method of Payment
Samsung Electronics will distribute treasury shares (common shares) to Samsung Digital Imaging shareholders to pay for the merger.
Â
※ See 'Distribution of Treasury Shares' below for details
Â
6. Others
∙ Dissenting shareholders accounted for 4,949,686 shares (2.9% of total outstanding shares including preferred shares)
Â
∙ Since the shares to be distributed account for less than 5% of the total outstanding
shares, the BOD approval will substitute an AGM as stipulated in Article 527, Paragraph 3 of the Commercial Law.
Â
※ Related disclosure: Merger between Samsung Electronics and Samsung Digital
Imaging (December 15, 2009)
Distribution of Treasury Shares
Â
On February 23, 2010, the BOD of Samsung Electronics announced that the Company will distribute treasury shares to Samsung Digital Imaging shareholders to pay for the merger.
Â
1. Shares to be distributed: 1,027,817 common shares will be distributed in the OTC market
Â
2. Total Amount: KRW 793,713,177,544 (Per share value of KRW 772,232)
Â
3. Distribution Period: April 13 ~ 16, 2010
Â
4. Treasury shares before distribution:
- 18,951,442 common shares (12.87% of total outstanding common shares)
- 2,979,693 preferred shares (13.05% of total outstanding preferred shares)
Â
Treasury shares after distribution
- 17,923,625 common shares (12.17% of total outstanding common shares)
- Preferred shares: No Change
Â
※ The above details are subject to change
Â