Today's Information |
Provided by: NICHIDENBO CORPORATION | |||||
SEQ_NO | 2 | Date of announcement | 2022/08/09 | Time of announcement | 19:31:44 |
Subject | Nichidenbo Corporation Board of Directors resolved to dispose common shares of Sentelic Corporation. | ||||
Date of events | 2022/08/09 | To which item it meets | paragraph 20 | ||
Statement | 1.Name and nature of the underlying assets (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend yield, etc.):Sentelic Corporation's common shares. 2.Date of occurrence of the event:2022/08/09~2022/08/09 3.Amount, unit price, and total monetary amount of the transaction: (1)Quantity of the transaction: It is expected to dispose 13,618,732 common shares of Sentelic Corporation. (2)Unit price: Cash NT$72.90 per share. (3)Total monetary amount of the transaction: The estimated maximum value is approximately NT$992,805,562. (The actual transaction quantity and total amount will depend on the final number of shares to be acquired.) 4.Trading counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed): Counterparty to the trade:Weltrend Semiconductor, Inc. (hereinafter referred to as Weltrend Company). Relationship to the Company:None. 5.Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer:NA 6.Where an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction:NA 7.Matters related to the current disposal of creditors' rights (including types of collaterals of the disposed creditor's rights; if creditor's rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor's rights, currently being disposed of, over such related party):NA 8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition): The estimated maximum benefit of the disposal is approximately to be NT$679,998 thousand. (The actual disposal benefits will depend on the final number of shares to be acquired.) 9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions: (1)In accordance with the public tender offer prospectus announced and reported by Weltren Company, and with relevant laws and regulations of public tender offer acquisitions. (2)Delivery amount: The maximum value is approximately NT$992,805,562, but the actual transaction amount will depend on the final number of shares to be acquired. 10.The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit: The manner of deciding on this transaction: Participatation in Weltren Company's public tender offer. The reference basis for the decision on price: In accordance with the public tender offer price offered by Weltren Company, and refer to the price reasonableness opinion issued by an independent experts engaged by the Company. The decision-making unit: In accordance with the resolution of the Board of Directors of the Company. 11.Net worth per share of the Company's underlying securities acquired or disposed of:NT$22.48 12.Cumulative no.of shares held (including the current transaction), their monetary amount, shareholding percentage, and status of any restriction of rights (e.g., pledges), as of the present moment: It is expected that after the settlement of this transaction, the company will no longer hold shares in Sentelic Corporation (the actual holding % after the settlement of the transaction will depend on the final number of shares to be acquired.) 13.Current ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial statement and working capital as shown in the most recent financial statement as of the present: It is expected that after the completion of this transaction: (1)Current ratio of securities investment (including the current trade) to the total assets in the most recent stand-along financial statement:55.25% (2)Current ratio of securities investment (including the current trade) to the shareholder's equity in the most recent consolidated financial statement:69.58% (3)Operating capital in the most recent stand-along financial statement: NTD 474,537 thousand. (The actual holding status after the completion of this case will depend on the final number of shares to be acquired). (The above equity attributable to the owners of the parent, is based on the amount of the consolidated financial statements for the Quarter Ended June 30, 2022 approved by the Board of Directors on August 9, 2022 and reviewed by accountants.) 14.Broker and broker's fee:NA 15.Concrete purpose or use of the acquisition or disposal: In order to realize the Company's long-term investment profits to enhance shareholders' rights and interests, and help Sentelic Corporation have cooperative opportunity in future development, and assist Sentelic Corporation to enhance the cooperation competitiveness to create higher shareholding rights and interests . 16.Any dissenting opinions of directors to the present transaction:None. 17.Whether the counterparty of the current transaction is a related party:None. 18.Date of the board of directors resolution:2022/08/09 19.Date of ratification by supervisors or approval by the Audit Committee:2022/08/09 20.Whether the CPA issued an unreasonable opinion regarding the current transaction:None. 21.Name of the CPA firm:Chun Yi CPAs Firm. 22.Name of the CPA:Liu, Chi-Hsu 23.Practice certificate number of the CPA:FSC Securities No.5313 24.Whether the transaction involved in change of business model:None. 25.Details on change of business model:NA 26.Details on transactions with the counterparty for the past year and the expected coming year:None. 27.Source of funds:NA 28.Any other matters that need to be specified:None. |
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NDB – Nichidenbo Corporation published this content on 09 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 August 2022 14:35:20 UTC.