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Samsung Electronics Co., Ltd. : Public Disclosure : BOD Approval of Merger among Samsung Display Corporation, SMD, and S-LCD Corporation

04/27/2012 | 07:13am US/Eastern
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BOD Approval of Merger among Samsung Display Corporation, SMD, and S-LCD Corporation on

- On April 27, 2012, the BOD of Samsung Electronics approved a merger among Samsung Display Corporation (SDC), SMD, and S-LCD Corporation. Samsung Electronics is the largest shareholder of the three subsidiaries.

Details of the Merger
1. Merger date: July 1, 2012
2. Method of merger: SMD and S-LCD Corporation will be merged into SDC
3. Objective of merger: To maximize synergy effect and reinforce business competitiveness.
4. Merger Ratio: SDC: SMD: S-LCD = 1: 1.6487702: 0
- In accordance with domestic regulations on valuation of unlisted companies, the merger ratio
was calculated based on evaluation results provided by outside evaluation agencies.
5. Method of Payment
- SDC will issue new shares (111.83 million shares) to pay for the price of the merger, which
corresponds to the total evaluated value of SMD.
- As shareholders of SMD, Samsung Electronics (64.36% stake) will be receiving 71.97
million shares and Samsung SDI (a 35.64% stake) will be receiving 39.86 million shares,
in proportion to their stakes.
- After the merger, Samsung Electronics will be holding a total of 221.97 million shares
in SDC, including the 150 million outstanding shares, and Samsung SDI 39.86 million shares,
with a stake of 84.78% and 15.22%, respectively.


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