Statement
1.Type of merger and acquisition (e.g.merger, spin-off, acquisition,
or share transfer):spin-off
2.Date of occurrence of the event:2022/03/11
3.Names of companies participating in the merger and acquisition (e.g., name
of the other company participating in the merger, newly established company
in a spin-off, acquired company, or company whose shares are transferred):
Spin-off transferor company:LITE-ON TECHNOLOGY CORP.
Spin-off transferee:LEOTEK CORPORATION
4.Trading counterparty (e.g., name of the other company participating in the
merger, company spinning off, or trading counterparty to the acquisition or
share transfer):
Company taking assignment of the spin-off:LEOTEK CORPORATION
5.Whether the counterparty of the current transaction is a related party:
Yes
6.Relationship between the trading counterparty and the Company (investee
company in which the Company has re-invested and has shareholding of XX%),
explanation of the reasons for the decision to acquire from or transfer
shares to an affiliated enterprise or related party, and whether it will
affect shareholders' equity:
LEOTEK CORPORATION is 100% owned subsidiary of LITE-ON TECHNOLOGY.
The spin-off is a intra-group restructure .Original
shareholder's interest will not be affected.
7.Purpose of the merger and acquisition:Spin-off outdoor
lighting business to an independent entity in order to facilitate
group strategic goal to enhance competiveness of the business.
8.Anticipated benefits of the merger and acquisition:To strengthen
competitiveness and operation performance by standalone operation
9.Effect of the merger and acquisition on net worth per share and earnings
per share:This spin-off plan is to carve-out the outdoor lighting business
to 100% owned subsidiary of LITE-ON and will not affect
to the net worth and earning per share of LITE-ON.
10.Follow-up procedures for mergers and acquisitions, including
the time and method of payment of the consideration for mergers
and acquisitions, etc.:The Spin-off record date will be 2022/5/3.
LITE-ON will spin-off the operation, asset and liabilities of
outdoor lighting business to LEOTEK CORPORATION based on
book value. And LEOTEK CORPORATION will issue new shares
with equal value to LITE-ON in exchange for spin-off
business.
11.Types of consideration for mergers and acquisitions
and sources of funds: LEOTEK CORPORATION new issue shares
12.Share exchange ratio and calculation assumptions:
(1)Exchange Ratio:The estimated business value of the outdoor
lighting business is NT$450,000,000.LEOTEK CORPORATION will issue
45,000,000 common shares with par value of NT$10 to LITE-ON in
exchange for spin-off business.
(2)The share exchange ratio is determined based on the book value
of the outdoor lighting spin-off business in the LITE-ON
financial statements of February 28,2022.and also based on
fairness opinion for the share exchange ratio by
independent expert.
13.Whether the CPA, lawyer or securities underwriter issued
an unreasonable
opinion regarding the transaction:No
14.Name of accounting, law or securities firm:Trust and Assist CPAs
15.Name of CPA or lawyer:Jack Lin
16.Practice certificate number of the CPA:FCC certificate no.4562,
Taipei accountant certificate no.2785
17.The content of the independent expert opinion on the reasonableness
of the share exchange ratio, cash or other assets allotted to
shareholders in this merger and acquisition:
The spin-off is a inter-group business restructure. LITE-ON spin off
outdoor lighting business to LEOTEK CORPORATION at book value.LEOTEK
CORPORATION issue new shares equal to spin-off value at par. The
spin-off transaction value is fair.
18.Estimated date of completion:2022/5/3
19.Matters related to the assumption of corporate rights
and obligations of the dissolving company (or spin-off)
by the existing or newly-established
company:
From the record date of spin-off,the transferred outdoor lighting
business , assets, liabilities, all rights and all obligation,
existing on the record date of spin-off shall be generally assumed
by LEOTEK CORPORATION pursuant to the law.
20.Basic information of companies participating in the merger:
Company name: LEOTEK CORPORATION
Business: Outdoor lighting and IoT solutions.
21.Matters related to the spin-off (including estimated value
of the business and assets planned to be transferred to the
existing company or new
company.The total number of shares to be acquired by the spun-off company
or its shareholders, and their respective types and no.Matters related to
the reduction, if any, in capital of the spun-off company)(note: not
applicable for announcements unrelated to spin-offs):
(1)The estimated value of the business assigned to LEOTEK
CORPORATION:NT$450,000,000
(2)The asset estimated to be assigned to LEOTEK
CORPORATION:NT$661,053,023
(3)The number ,type and volumes of shares to be acquired by the shareholder
of the LITE-ON :45,000,000 common shares with par value of NT$10.
22.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition:N/A
23.The plan after the merger and acquisition is completed:N/A
24.Other important terms and conditions:None
25.Other major matters related to the mergers and acquisitions:None
26.Any objections from directors to the transaction:No
27.Information on interested directors involved in the mergers
and acquisitions:N/A
28.Whether the transaction involved in change of business model:No
29.Details on change of business model:N/A
30.Details on transactions with the counterparty for the past year
and the expected coming year:N/A
31.Source of funds:N/A
32.Any other matters that need to be specified:No
.
