1.Type of merger/acquisition (e.g.merger, consolidation, spin-off,
acquisition, or receiving assignment of shares):Merger
2.Date of occurrence of the event:2015/08/12
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):
TPK Touch Solutions (Xiamen) Inc.(TPKC)
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):
Ray-Star Technology (Xiamen) Inc. (RST);
Optera Technology (Xiamen) Co., Ltd. (OTX)
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:
TPKC, RST, and OTX are all 100% owned by TPK Holding Co.,
Ltd.(TPKH) The merger will not affect the shareholders'
equity of TPKH.
6.Purpose/objective of the merger/acquisition:
Organization restructuring
7.Anticipated benefits of the merger/acquisition:
Enheance operation efficiency, and save cost.
8.Effect of the merger or consolidation on net worth per share and earnings
per share:
The M&A case will not affect TPKH's net worth or EPS.
9.Share exchange ratio and basis of its calculation:
Each $1 capital of RST and OTX will exchange for $1
capital of TPKC.
10.Scheduled timetable for consummation:
Temporarily book the merger date at 2015/12/01
11.Matters related to assumption by the existing company or new company of
rights and obligations of the extinguished (or spun-off) company:
TPKC will succeed all rights and obligation of RST and OTX.
12.Basic information of companies participating in the merger:
The main operation of TPKC is manufacturing of touch modules,
and the main operation of RST and OTX is manufacturing of ITO sensors.
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 volumes of 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 announcement of 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?:None
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