24th Mar 2016 12:41
Subject: To establish a wholly-owned new business holding company
Date of events:2016/03/24
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): new business holding company (tentative name) common share
2.Date of occurrence of the event: 2016/03/24
3.Volume, unit price, and total monetary amount of the transaction:
Around US$ 130 million
4.Counterpart to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed): Not applicable
5.Where the counterpart to the trade is an actual related party, a public announcement shall also be made of the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer, and date of acquisition: Not applicable
6.Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person's relationship to the company at those times: Not applicable
7.Matters related to the creditor's rights currently being disposed of (including types of collateral of the disposed creditor's rights; if the creditor's rights are creditor's rights toward a related person, the name of the related person and the book amount of the creditor's rights toward such related person currently being disposed of must also be announced): Not applicable
8.Anticipated profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained):Not applicable
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:Not applicable
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department: Board of Directors of Acer Incorporated
11.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): New Business Holding Company (tentative name) US$130 million worth common shares
12.Current ratio of long or short term securities investment (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:
Current ratio of long or short term securities investment to the total assets:60.45%; Current ratio of long or short term securities investment to the total assets and shareholder's equity:122.52%; operating capital:(NTD17,144,458K)
13.Broker and broker's fee: None
14.Concrete purpose or use of the acquisition or disposition:
To enable the Group's new business to accelerate its development, it is planned to merge the Company's internal organization and subsidiaries into the New Business Holding Company step by step to bring out the beneficial outcome of the whole business.
15.Net worth per share of company underlying securities acquired or disposed of: None
16.Do the directors have any objection to the present transaction?: None
17.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?: Not applicable
18.Any other matters that need to be specified:
Unless demanded by laws or competent authorities that require approval by the Company's Board of Directors or shareholders' meeting, the Chairman is authorized to, within the limit of the fair value of related organizations/subsidiaries subject to different reorganization types, gradually and reasonably merge the new business organizations and subsidiaries into the New Business Holding Company. Any further public announcement will be made in accordance with competent regulations if necessary.
Related Shares:
Acer Gdr Reg S