晶元光電 2016/06/23
The Company announced on behalf of subsidiary “HUGA Optotech Inc.”to proceed short-form merger with its parent company Epistar.
1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off
,acquisition, or receiving assignment of shares):Merger (short-form merger)
2.Date of occurrence of the event:2016/06/23
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):
Epistar Corporation ( “Epistar”, the surviving entity)
HUGA Optotech Inc. (“HUGA”, the dissolving entity)
Formosa Epitaxy Incorporation (“Formosa Epitaxy”, 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):
Epistar Corporation
Formosa Epitaxy Incorporation
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:
To play group synergy, Epistar conducted short-form merger with its
100%-owned subsidiary HUGA Optotech Inc. and Formosa Epitaxy Incorporation,
pursuant to Article 19 of Enterprises Mergers and Acquisitions Act
(”The M&A”). The purpose of the M&A is to realize the group synergy and
shall not impact the rights of Shareholders.
6.Purpose/objective of the merger/acquisitionation:
Effective integration of resources and integration of related technology to
reduce costs, to promote the rational management.
7.Anticipated benefits of the merger/acquisition:
The M&A can the integration of group resources, reduce operating costs,
and play group synergy.
8.Effect of the merger or consolidation on net worth per share and
earnings per share:
The M&A will enhance the group resources allocation, operation costs
reduction, operation efficiency , and will produce positive impact on net
worth per share and earnings per share.
9.Share exchange ratio and basis of its calculation:
The merger is the organizational restructuring of the group. Accounting
treatment is the adjustment between long-term investment and other assets
& liabilities that made by the surviving company, instead of arranging
share conversion rates, or distributing cash or other properties.
10.Scheduled timetable for consummation:
The merger record date is indicatively set on September 29, 2016.
11.Matters related to assumption by the existing company or new
company of rights and obligations of the extinguished (or spun-off)
company::
Epistar shall assume the rights and obligations of HUGA Optotech Inc. and
Formosa Epitaxy Incorporation starting from merger record date.
12.Basic information of companies participating in the merger:
Epistar Corporation, HUGA Optotech Inc. and Formosa Epitaxy Incorporation
engages mainly in manufacturing & sales LED products.
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):NA
14.Conditions and restrictions on future transfers of shares
resulting from the merger or acquisition:NA
15.Other important stipulations:None.
16.Do the directors have any objection to the present transaction?:None.