BOD Approval of Merger among Samsung Display Corporation,
SMD, and S-LCD Corporation
- 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
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.