| Statement |
1.Type of merger and acquisition (e.g.merger, spin-off, acquisition, or share transfer):Merger 2.Date of occurrence of the event:2022/04/28 3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger, newly established company in a spin-off, acquired company, or company whose shares are transferred): (1). Existing company:ELITE SEMICONDUCTOR MEMORY TECHNOLOGY INC.(PSI) (2). Extinguished company:ELITE SILICON TECHNOLOGY INC.(EST) 4.Trading counterparty (e.g., name of the other company participating in the merger, company spinning off, or trading counterparty to the acquisition or share transfer): (1). Existing company:PSI (2). Extinguished company:EST 5.Whether the counterparty of the current transaction is a related party:Yes 6.Relationship between the trading counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), explanation of the reasons for the decision to acquire from or transfer shares to an affiliated enterprise or related party, and whether it will affect shareholders’ equity: ESMT directly holds 100% and indirectly holds 98.10% ownership in PSI and EST, respectively. There is no impact on shareholders' equity of ESMT after merger. 7.Purpose of the merger and acquisition:Integrating the Group's resources. 8.Anticipated benefits of the merger and acquisition: Integrating resources to lower costs and promote performance. 9.Effect of the merger and acquisition on net worth per share and earnings per share:None 10.Follow-up procedures for mergers and acquisitions, including the time and method of payment of the consideration for mergers and acquisitions, etc.: The consideration is 1 ordinary share of EST for cash NT$0.33, will be paid by PSI in cash after effective date of the merger. 11.Types of consideration for mergers and acquisitions and sources of funds: 1.Consideration for mergers:CASH 2.Sources of funds:Own funds of the PSI 12.Share exchange ratio and calculation assumptions: After comprehensively consider the net value, operating conditions, future comprehensive benefits and factor of development, and considering assessment of the EST's market value and book value, the consideration is 1 ordinary share of EST for cash NT$0.33. 13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:NO 14.Name of accounting, law or securities firm: Top Standing CPA Firm 15.Name of CPA or lawyer:Richard Shi 16.Practice certificate number of the CPA: Financial Supervisory Commission No.6524. 17.The content of the independent expert opinion on the reasonableness of the share exchange ratio, cash or other assets allotted to shareholders in this merger and acquisition: The benchmark date of the CPA's assessment is March 31, 2022; comprehensively considering assessment of the EST's market value and book value, the reasonable equity value of the consideration for merger should be between NT$0.12 and NT$0.33 per share. The consideration for merger of the transaction is 1 ordinary share of EST for cash NT$0.33, which fell within the range of reasonable equity price mentioned above. 18.Estimated date of completion: The proposed effective date of the merger is June 30, 2022 19.Matters related to the assumption of corporate rights and obligations of the dissolving company (or spin-off) by the existing or newly-established company: From the effective date of the merger, the existing company will assume all assets and liabilities of the extinguished company and its effective rights, obligations and legal relationships upon the effective date. 20.Basic information of companies participating in the merger: (1)PSI:Research and development, production, sales and related consulting services of integrated circuit (2)EST:Research and development, production, sales and related consulting services of SoC IC. 21.Matters related to the spin-off (including estimated value of the business and assets planned to be transferred to the existing company or new company.The total number of shares to be acquired by the spun-off company or its shareholders, and their respective types and no.Matters related to the reduction, if any, in capital of the spun-off company)(note: not applicable for announcements unrelated to spin-offs):NA 22.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition:NA 23.The plan after the merger and acquisition is completed:None 24.Other important terms and conditions:None 25.Other major matters related to the mergers and acquisitions:None 26.Any objections from directors to the transaction:No 27.Information on interested directors involved in the mergers and acquisitions:None 28.Whether the transaction involved in change of business model:None 29.Details on change of business model:NA 30.Details on transactions with the counterparty for the past year and the expected coming year:None 31.Source of funds:Own funds 32.Any other matters that need to be specified:None
|
BACK TO LIST