晶元光電 2018/04/16
The Company announced on behalf of subsidiary “Lighting Investment Corp.”to proceed short-form merger with subsidiary EPI Crystal Investment Inc.
1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off
,acquisition, or receiving assignment of shares):
short-form merger, share transfer
2.Date of occurrence of the event:2018/04/16
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):
Lighting Investment Corp. (“Lighting”, the surviving entity)
EPI Crystal Investment Inc. (“EPI Crystal”, the dissolving entity)
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):
EPI Crystal Investment Inc.
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:
The Lighting Investment Corp. and EPI Crystal Investment Inc. are all 100%
owned subsidiary of EPISTAR Corporation (hereinafter abbreviated as
EPISTAR). To realize the synergies of the group, both parties are compliant
with Article 19 of the Mergers and Acquisitions Act, the company law and
other related laws to conduct corporation merger under common control.
The nature of the merger is organizational restructuring, so it will not
have a significant impact to the rights of shareholders.
6.Purpose/objective of the merger/acquisitionation:
Group Reorganization
7.Anticipated benefits of the merger/acquisition:
Fully integrate resources and improve operating efficiency.
8.Effect of the merger or consolidation on net worth per share and
earnings per share:
The reorganization of the same group, so there was no significant impact.
9.Share exchange ratio and basis of its calculation:
By the book value of the long-term equity investment from EPISTAR’s
accounting book as of December 31 2017 toward the extinguished company
(EPI Crystal) and considering the impact of the surplus distribution by
EPI Crystal to be, it is proposed the issuance of 109,800,827 new shares
at NTD 1,098,008,272. The exchange ratio is approximately 0.9305 shares
of the common stock of surviving company (Lighting ) will be exchanged for
one share of the extinguished company (EPI Crystal); the total number of
new shares to be issued shall still be determined based on the date of
merger. On the same day, EPISTAR, as the sole corporate shareholder of
the extinguished company (EPI Crystalux), is entitled to acquire the new
shares of surviving company (Lighting ) at face value of NT10 per share
pursuant to the book value of long-term equity investment upon the
accounting book of EPISTAR towarded the extinguished company
(EPI Crystal).
10.Scheduled timetable for consummation:
The date of merger is pre-set at June 1 2018.
11.Matters related to assumption by the existing company or new
company of rights and obligations of the extinguished (or spun-off)
company:
All rights and obligations of the extinguished company (EPI Crystal )
from the date of merger will be borne by the surviving company (Lighting).
12.Basic information of companies participating in the merger:
Business items for the extinguished company (EPI Crystal ) is professional
investment.
Business items for the surviving company (Lighting) is professional
investment.
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
volumesof 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 announcementof 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:
Depending on factors such as the feasibility of the merger schedule, the
compliance procedures of the relevant laws and regulations or the
requirements from the competent authority, if there is a need to adjust
the date of the merger, it shall be authorized to the chairman of both
companies to negotiate.
16.Do the directors have any objection to the present transaction?:None.