7th May 2015 10:57
Subject: GRA, GDA, and GMA, wholly-owned subsidiaries of GWI, are merged into GWI.
Date of events:2015/05/07
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:2015/05/07
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):Gateway US Retail, Inc. ("GRA"), Gateway Direct, Inc. ("GDA"), and Gateway Manufacturing LLC ("GMA"), wholly-owned subsidiaries of Gateway, Inc. ("GWI"), are merged into GWI.
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): GWI, GRA, GDA, and GMA
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: GWI, GRA, GDA, and GMA are all indirect wholly-owned subsidiaries of the Company.
6.Purpose/objective of the merger/acquisition: Simplify investment structure
7.Anticipated benefits of the merger/acquisition: Decrease operating cost
8.Effect of the merger or consolidation on net worth per share and earnings per share: No effect
9.Share exchange ratio and basis of its calculation: Not applicable
10.Scheduled timetable for consummation: To be discussed with the companies of the merger
11.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:
The surviving entity (GWI) assumes all the assets, rights, and liabilities of the extinguished entities as of the acquisition date.
12.Basic information of companies participating in the merger:
Main business activities of GWI, GDA, and GMA: Brand Information & Product MarketingMain business activities of GRA: investing business
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):Not applicable
14.Conditions and restrictions on future transfers of shares resulting from the merger or acquisition: Not applicable
15.Other important stipulations: N/A
16.Do the directors have any objection to the present transaction?: N/A
Related Shares:
Acer Gdr Reg S