14th Jan 2014 07:00
Subject: Announcement on behalf Acer subsidiaries regarding MVI, ACT and AIVC were be merged into ADSC
Date of events: 2012/10/18
Contents:
1. Kind of merger/acquisition (e.g.merger, consolidation, spin-off, acquisition, or receiving assignment of shares):Merger
2. Date of occurrence of the event: 2012/10/18
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):
Acer Digital Service Co.,(ADSC), Multiventure Investment Inc. (MVI), Acer Capital Corporation
(ACT) and Aspire Incubation Venture Capital (AIVC). After this merger, ADSC will survive and
MVI, ACT and AIVC will be dissolved.
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):
ADSC, MVI, ACT and AIVC
5. Relationship between the counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX% ), and explanation of the reasons for the decision to acquire, or take assignment of the shares of, an affiliated enterprise or related person, and whether it will affect shareholders' equity:
ADSC, MVI, ACT and AIVC are Acer's directly or indirectly fully-owned subsidiaries, and this
merger will not affect Acer shareholders' equity.
6. Purpose/objective of the merger/acquisition:
To integrate the resources, reduce administrative costs and further improve the operating efficiency.
7. Anticipated benefits of the merger/acquisition:
Reduction of administrative costs and improvement in the operating efficiency
8. Effect of the merger or consolidation on net worth per share and earnings per share:
This merger deal will be positive for ADSC net worth per share and earnings per share.
9. Share exchange ratio and basis of its calculation:
(1)The exchange ratio are ADSC: MVI = 1: 0.1488, ADSC : ACT=1:0.81545 and ADSC : AIVC
= 1 : 0.0724
(2)The share exchange ratio is mainly evaluated on the basis of the companies' recent financial
statements (up to 2012/10/31).
10. Scheduled timetable for consummation:
The effective date of this merger is tentatively set for November 1st, 2012.
11. Matters related to assumption by the existing company or new company of rights and obligations of
the extinguished (or spun-off) company:
All valid rights and obligations of MVI, ACT and AIVC by the effective date of this merger shall be
assumed by ADSC.
12. Basic information of companies participating in the merger:
All of ADSC, MVI, ACT and AIVC's main business are investing and holding company
13. Matters related to the spin-off (including estimated value of the business and assets planned to be assigned to the existing company or new company; the total number and the types and volumes of the shares to be acquired by the split company or its shareholders; matters related to the reduction, if any, in capital of the split company) (note: not applicable other than where there is announcement of a spin-off): N/A
14. Conditions and restrictions on future transfers of shares resulting from the merger or acquisition: None
15. Other important stipulations: None
16. Do the directors have any objection to the present transaction?:No
Related Shares:
Acer Gdr Reg S