27th May 2014 07:00
Subject: On behalf of the company's subsidiary, Ambit Corporation, to announce signing of LOI with APT
Date of events:2014/05/26
Contents:
1.Date of occurrence of the event:2014/05/26
2.Company name:Ambit Corporation
3.Relationship to the Company (please enter "head office" or
"subsidiaries"):subsidiaries
4.Reciprocal shareholding ratios:100%
5.Cause of occurrence:
Subsidiary Ambit Corporation ("Ambit") has signed a letter of intent with Asia Pacific Telecom ("APT") to become APT's 2014 private placement investor.
6.Any other matters that need to be specified:
6.1 On May 9, 2014, the board of APT decided to issue 826,407,000 common shares for cash capital increase via private placement. The agenda will be discussed in APT's annual general meeting and seek shareholders' approval.
6.2 According to the letter of intent, Ambit, as a strategic investor, will acquire 582,888,468 shares issued by APT at the price of 20 NT dollars per share, which meets the condition set by APT's private placement. After APT's shareholders approve the agenda, Ambit could introduce international strategic investors to purchase the remaining 243,518,532 common shares at the same price in one year after APT gained the approval from its AGM.
6.3 Meanwhile, Ambit will negotiate with APT for a merger agreement. Under authorities' approval, both parties will seek to complete share swap merger, as Ambit will be merged and APT will be the surviving company. The share swap ratio and related conditions will be determined by Ambit and APT and approved by each company's shareholders. The exact swap ratio will be calculated based on Ambit's book value per share, and APT's 20-day average stock price before the merger agreement date. If APT's average stock price is under 20 NT dollars per share, the calculation of the swap ratio will be based on 20 NT dollars per share. This condition is under the assumption that there is no significant difference between the results of Ambit's due diligence on APT, as well as APT's actual operations.
6.4 Unless agreed by both parties, Ambit and APT will reach an agreement on share purchasing and merger and acquisition no later than June 20, 2014.
Related Shares:
Hon Hai Precsn