AU Optronics Corp.
January 17, 2014
English Language Summary
Subject: To announce the spin-off on behalf of AUO Crystal Corp., a subsidiary of AUO
Regulation: Published pursuant to Article 2-20 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
Date of Events: 2014/01/17
Content:
1. Kind of merger/acquisition (e.g.merger, consolidation, spin-off, acquisition, or receiving assignment of shares): spin-off
2. Date of occurrence of the event: 2014/01/17
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: AUO Crystal Corp.(“ACC”)
Newly established company in a spin-off: Jinda Materials Corporation Limited.(“Jinda”)
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): Jinda
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:
ACC will spin-off its long-term equity investment in M.setek Co., Ltd. (“M.setek”), as well as its relevant operations in relation to managing M.setek to Jinda (the “Spin-Off”), whereby Jinda will issue new shares to all shareholders of ACC as consideration. The Spin-Off will not affect ACC’s shareholders’ equity.
6. Purpose/objective of the merger/acquisition:
The Purpose of the Spin-Off is organizational restructuring and specialization. In addition, it is intended to enhance operational efficiency and performance.
7. Anticipated benefits of the merger/acquisition:
ACC expects to enhance operational efficiency and performance through the Spin-Off, with the purpose of organizational restructuring and specialization.
8. Effect of the merger or consolidation on net worth per share and earnings per share:
According to the Spin-Off Plan, ACC plans to reduce its capital by NT$296,357,940, and cancel 29,635,794 shares issued, with a capital reduction ratio of 2.522195%. After the capital reduction, ACC’s net worth per share and earnings per share will be increased.
9. Share exchange ratio and basis of its calculation:
(1) Share exchange ratio: Jinda will issue 29,635,794 of new shares as the consideration of the estimated business value to be spun-off (“Business Value of the Spin-Off”) by ACC. Based on the shareholding on the record date of the Spin-Off, the ACC shareholders will receive 25.22195 shares of Jinda common share in exchange of every 1 thousand shares of ACC common share. For fractional shares which are less than one share, Jinda will round off to a dollar and, within 30 days from the record date of the Spin-Off, make a one-time cash payment to shareholders of ACC equal to the Business Value of the Spin-Off represented by
these fractional shares. In addition, all the fractional shares which are less than one share will be consolidated into full shares, and the Chairman of Jinda is authorized to seek specific persons to subscribe for these shares at a cost equal to the Business Value of the Spin-Off represented by these shares.
(2) Basis of calculation:
The aforementioned share exchange ratio is determined based on the pro-forma book value of the assets and liabilities to be spun-off by ACC on the record date of the Spin-Off, net worth per share and professional’s opinion on the share exchange ratio for the Spin-Off.
10. Scheduled timetable for consummation:
The tentative record date of the Spin-Off is April 1, 2014.
11. Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:
All operations, assets and liabilities which are intended to be spun-off to Jinda by ACC in accordance with the Spin-Off Plan, and all related rights and obligations, will be generally assumed by Jinda from the record date of the Spin-Off.
12. Basic information of companies participating in the merger: Not applicable.
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 Value of the Spin-Off and relevant adjustments of shareholders’ equity: the estimated value is NT$443,948 thousand calculated by subtracting the liabilities from the assets of the Spin-Off, which includes cash of NT$50,000 thousand, net long-term equity investment of NT$393,948 thousand, and liabilities of NT$0. However, after deducting the adjustments of shareholders’ equity totaling NT$147,590 thousand, the net Business Value of the Spin-Off is NT$296,358 thousand.
(2) Assets of the Spin-Off: estimated to be NT$443,948 thousand.
(3) Liabilities of the Spin-Off: estimated to be NT$0.
(4) The aforementioned scope of business, assets and liabilities of the Spin-Off are temporarily estimated based on the book value on ACC’s financial statements as of December 31, 2013 reviewed by the CPA, and other changing factors such as business conditions and pro-forma book value of long-term equity investments as of record date of the Spin-Off (temporarily scheduled on April 1, 2014). However, the actual amounts shall be adjusted based on the book value of ACC on record date of the Spin-Off.
(5) ACC will spin off its long-term equity investment in M.setek, as well as relevant operations in relation to managing M.setek, to Jinda.
(6) On the record date of the Spin-Off, Jinda will issue 29,635,794 of new shares, with a par value of NT$10, as the consideration of the Business Value of the Spin-Off, to all ACC shareholders in proportion to their shareholdings stipulated in the shareholders list.
(7) ACC will reduce its capital by NT$296,357,940. After the capital reduction, the paid-in capital of ACC will be NT$11,453,642,060, divided into 1,145,364,206 shares.
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?: No.