晶元光電 2018/04/16

The Company announced on behalf of subsidiary “EPI Crystal Investment Inc.” to proceed short-form merger with subsidiary Lighting Investment Corp.

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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):

 Lighting Investment Corp.

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.