18th Jun 2014 13:53
No.1
Subject:Subsidiary Ambit Microsystems Corp. announced board has approved merger with Asia Pacific Telecom CO., LTD.
Date of events:2014/06/18
Contents:
1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off ,acquisition, or receiving assignment of shares):consolidation
2.Date of occurrence of the event:2014/06/18
3.Names of companies participating in the merger (e.g.name of the other company participating in the merger or consolidation, newly established company in a spin-off, acquired company, or company whose shares are taken assignment of):
Asia Pacific Telecom Co, LTD.(Surviving company)
Ambit Microsystems Corp.(Annihilation company)
4.Counterparty (e.g.name of the other company participating in the merger or consolidation, company taking assignment of the spin-off, or counterparty to the acquisition or assignment of shares):
Asia Pacific Telecom Co, LTD. (APT)
5.Purpose/objective of the merger/acquisitionation:
To consolidate resources and enhance market competitiveness
6.Anticipated benefits of the merger/acquisition:
The merger will enhance company's competitiveness
7.Effect of the merger or consolidation on net worth per share and earnings per share:
Due to better resource integration and larger scale of operation,
the merger will create synergy and have positive impact on company's
P/B and P/E ratio.
8.Share exchange ratio and basis of its calculation:
1. Swap ratio: 1 share of Ambit Microsystem Corp. ("Ambit") to 0.4975 share of Asia Pacific Telecom Co, LTD. ("APT")
2. Calculation basis: Ambit's book value per share is based on the audited pro forma financial report as of March 31, 2014 (considering its capital has been increased to 20 billion NT dollars.). APT's price per share is set at 20 NT dollars. The company has required Genie Joint CPA Firm to provide Independent Review Report for Evaluation on the acquisition and the swap ratio.
9.Scheduled timetable for consummation:
The record date for merger is temporarily set on June 30, 2015. The date
is subject to change based on Board's evaluation on the merging process.
10.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:
Starting from record date for merger, the assets/liabilities and rights/obligation (that are still effective as of record date) of the annihilation company will be entirely inherited by the surviving company.
11.Basic information of companies participating in the merger:
1. APT: Established on May 5, 1996, the company's main business has been
the Type 1 Telecommunications Enterprise (including local network,
international network, and 3G mobile network) and Type 2 Telecommunications
Enterprise. APT acquired a 10 MHz bandwidth in A1 (700 MHz) frequency spectrum on October 30, 2013.
2. Ambit: Established on May 3, 2001, Ambit acquired a 10 MHz bandwidth in A3
(700 MHz) and B3 (900 MHz) frequency spectrum on October 30, 2013.
13.Conditions and restrictions on future transfers of shares
resulting from the merger or acquisition:
The rights and obligations are the same as the issued common stocks.
14.Other important stipulations:
After signing the contract, if the two parties need to adjust the swap ratio
due to the requirement of authority, or in order to facilitate authority's
approval, two parties should negotiate and deal with related issues based on
the principles of fairness.
15.Do the directors have any objection to the present transaction?:None
No.2
Subject:Subsidiary Ambit Microsystems Corp. ("Ambit") has participated in private
placement issued by Asia Pacific Telecom Co, LTD. ("APT").
Date of events:2014/06/18
Contents:
1.Name and nature of the subject matter (if preferred shares,the terms and conditions of issuance shall also be indicated,e.g.dividend yield):
Common shares of APT.
2.Date of occurrence of the event:2014/06/18
3.Volume, unit price, and total monetary amount of the transaction:
582,888,468 shares
20 NT dollars per share
11,657,769,360 NT dollars.
4.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:
The amount will be wired to assigned bank account.
Under the conditions that: (1) Both companies sign the merger agreement;
and (2) the private placement is approved by APT's board and shareholders.
5.The manner in which the current transaction was decided, the reference
basis for the decision on price, and the decision-making department:Board
6.Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g.pledges):
582,888,468 shares
11,657,769,360 NT dollars.
14.99%
NA
7.Current ratio of private placement of securities (including the current
trade) to the total assets and shareholder's equity as shown in the most
recent financial statement and the operating capital as shown in the most
recent financial statement:
0.6905%
1.4776%
116,300,654,000 NT dollars
8.Concrete purpose or use of the acquisition or disposition:
To consolidate resources and enhance market competitiveness.
9.Net worth per share of company underlying securities acquired or disposed
of:10.74
10.Do the directors have any objection to the present transaction?:None
Related Shares:
Hon Hai Precsn