1.Type of merger/acquisition (e.g.merger, consolidation, spin-off,
acquisition, or receiving assignment of shares):spin-off
2.Date of occurrence of the event:2017/02/21
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):
Spin-off company: Yosun Industrial Corp.
Transferee company in a spin-off: World Peace Industrial Co., Ltd.
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):
Transferee company in a spin-off: World Peace Industrial Co., Ltd.
Company taking assignment of shares:WPG Holdings Ltd.
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:
Yosun Industrial Corp. (”Yosun”) and World Peace Industrial Co., Ltd.
(”WPI”) are 100% owned subsidiaries of WPG Holdings Ltd.(”WPG”). Subject to
vendor's distribution channel strategic and for the purpose of business
adjustment to strengthen the overall competitiveness and performance,
consequently select WPI as counterparty.
The transaction is intra-group adjustment, therefore the net worth per share
and earnings per share of WPG would not be affected.
6.Purpose/objective of the merger/acquisition:Subject to vendor's
distribution channel strategic and intra-group business adjustment
7.Anticipated benefits of the merger/acquisition:
To strengthen overall competitiveness and performance
8.Effect of the merger or consolidation on net worth per share and earnings
per share:The transaction is intra-group business adjustment, therefore the
net worth per share and earnings per share of WPG would not be affected.
9.Share exchange ratio and basis of its calculation:
(1)Share exchange ratio: The estimated business value of Texas Instruments
product line is NT$2,429,908 thousand. WPI shall issue 116,152 thousand
common shares to WPG(par value NT$10 per share)
(2)Basis of calculation:The share exchange ratio is determined based on the
business value of the Texas Instruments product line and net worth per share
of WPI as of December 31, 2016.
10.Scheduled timetable for consummation:The record date of the spin-off is
scheduled on April 1st, 2017.
11.Matters related to assumption by the existing company or new company of
rights and obligations of the extinguished (or spun-off) company:
Unless the liabilities arising from the transferred business may be separated
from Yosun's liabilities existing before the transfer, WPI shall, within the
scope of capital contribution in exchange for the transferred business, be
held jointly and severally liable with Yosun for Yosun's liabilities incurred
prior to the transfer.However, a creditor's right to make claims shall be
extinguished if not exercised within 2 years after the transfer record date.
12.Basic information of companies participating in the merger:N/A
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):
(1)Business and asset value the transferred business:The estimated business
value is NT$2,429,908 thousand, estimated based on the book value on
Yosun's unaudited financial statements as of December 31, 2016.
(2)The total number and the types and volumes of the shares to be acquired by
the split company or its shareholders:WPI shall issue 116,152 thousand
common shares to WPG(par value NT$10 per share)
(3)Matters related to the reduction:Yosun will reduce its capital by
NT$1,375,756 thousand.
14.Conditions and restrictions on future transfers of shares resulting from
the merger or acquisition:None
15.Other important stipulations:None
16.Do the directors have any objection to the present transaction?:None