晶元光電 2012/08/09
Resolution of share swap between EPISTAR corporation and HUGA OPTOTECH INC.
1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off
,acquisition, or receiving assignment of shares):Share swap
2.Date of occurrence of the event:2012/08/09
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):HUGA OPTOTECH INC.
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):
All shareholders of HUGA OPTOTECH INC. , except EPISTAR corporation.
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:
(1)The counterparty includes all shareholders of HUGA OPTOTECH INC. ,
except EPISTAR corporation
(2)The counterparties which have relationship with EPISTAR corporation
include Lighting Investment Corporation, as well as EPISTAR corporation’s
board directors, supervisors and managers. The above related enterprise or
person combined hold 8.10% share of HUGA OPTOTECH INC..
The above does not affect shareholder’s interest.
6.Purpose/objective of the merger/acquisitionation:
To integrate resource of both companies, increase economies of scales, and
lower management cost while enhance operation efficiency and competitive
advantages for global market.
7.Anticipated benefits of the merger/acquisition:
To increase economies of scales as well as enhance operation efficiency
and competitive advantages.
8.Effect of the merger or consolidation on net worth per share and
earnings per share:
Through the share swap, it should be positive effect on net worth per share
and net earnings per share for both of the companies.
9.Share exchange ratio and basis of its calculation:
(1)Share exchange ratio: 4.85 share of HUGA OPTOTECH INC could swap for
one share of EPISTAR corporation.
(2)The calculation basis: the audited financial reports as of June 30, 2012
of both companies, and considering both companies’ stock price, net worth
per share, issued options, new restricted employee shares ,and also
considering operation condition of both companies, other relevant factors
and fairness opinion of independent exerts.
10.Scheduled timetable for consummation:
Record date of the share swap is tentatively set on December 28 , 2012
11.Matters related to assumption by the existing company or new
company of rights and obligations of the extinguished (or spun-off)
company:: NA
12.Basic information of companies participating in the merger:
(1)EPISTAR corporation (2448)Business: AlGaInP EPI WAFER & CHIPS and
InGaN EPI WAFER & CHIPS
(2)HUGA OPTOTECH INC(8199)Business: InGaN EPI WAFER & CHIPS
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:NA
16.Do the directors have any objection to the present transaction?:No