Delta Electronics: announces on behalf of its subsidiary DIH, the proposed acquisition of 100% of the shares of UI Acquisition Holding Co.

0


Declaration

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.):Common shares of UI Acquisition Holding Co.
2.Date of occurrence of the event:2021/12/17
3.Amount, unit price, and total monetary amount of the transaction:
Amount: 334 common shares
Proposed unit price: approximately USD 266 thousand
Proposed total monetary amount of the transaction: approximately USD 88.9
million
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):Trading counterparties, Zohar CDO 2003-1, Limited, Zohar II
2005-1, Limited, Zohar III, Ltd, Francisco Partners II, LP, Francisco
Partners Parallel Fund II, LP, Eight Bar Financial Partners I, L.P., Coller
Partners 602 LP Inc., Fair Oaks Founder LP and FOIF II LP are not related
parties of the Company.
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:N/A
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:N/A
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):N/A
8.Profit or loss from the disposal (not applicable in cases of acquisition
of securities) (those with deferral should provide a table explaining
recognition):N/A
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:
Terms of payment: Remit payment to the designated bank account
Restrictive covenants in the contract: None
Other important stipulations: The total amount of this transaction will be
adjusted based on the adjustment mechanism written in the equity purchase
agreement.
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:
Approved by the Boards of Directors of the Company and Delta International
Holding Limited B.V. (DIH) respectively.
The reference basis for the decision on price: According to the Fairness
Opinion
11.Net worth per share of the Company's underlying securities acquired or
disposed of:USD199,286.14
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:
The cumulative volume of the transaction (including the current trade):
334 common shares
The cumulate monetary amount of the transaction: USD 88.9 million
The cumulative shareholding percentage: 100%
Status of any restriction of rights: None
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:
Current ratio of long and short term securities investment to the total
assets: 78.40%
Current ratio of long and short term securities investment to the
shareholder's equity: 118.63%
Operating capital: NTD-3,159,497 thousand (Delta group has sufficient
cash to pay the total amount of the transaction)
14.Broker and broker's fee:N/A
15.Concrete purpose or use of the acquisition or disposal:In order to
strengthen Delta��s industrial automation capability
16.Any dissenting opinions of directors to the present transaction:No
17.Whether the counterparty of the current transaction is
a related party:No
18.Date of the board of directors resolution:2021/12/17
19.Date of ratification by supervisors or approval by
the Audit Committee:2021/12/17
20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:No
21.Name of the CPA firm:JYH HER CPAs
22.Name of the CPA:Wei-Yeu Chen
23.Practice certificate number of the CPA:2232
24.Whether the transaction involved in change of business model:No
25.Details on change of business model:N/A
26.Details on transactions with the counterparty for the past year and the
expected coming year:None
27.Source of funds:Delta group has sufficient cash to pay the total amount
of the transaction.
28.Any other matters that need to be specified:None


Share.

Comments are closed.