1. Type of acquisition (e.g., merger, spin-off, acquisition, or share transfer): Merger

2. Date of occurrence: June 9, 115

3. Names of companies involved in the acquisition (e.g., the other party in a merger, newly established company from a spin-off, or target company in an acquisition or share transfer): Taishin Securities Investment Consulting Co., Ltd. (surviving company, abbreviated as Taishin IC) Yuanta Securities Investment Consulting Co., Ltd. (dissolving company, abbreviated as Yuanta IC)

4. Counterparty (e.g., the other party in a merger, the company receiving assets in a spin-off, or the counterparty in an acquisition or share transfer): Taishin IC

5. Is the counterparty a related party?: Yes

6. Relationship between the counterparty and the company (e.g., an investee company in which the company holds XX% or more), and explanation of the rationale for selecting a related enterprise or related party as the acquisition or share transfer target, and confirmation that shareholder rights are not affected: Taishin IC is a subsidiary in which Taishin Shin Kong Financial Holding holds a 92% stake. Yuanta IC is a subsidiary fully owned (100%) by Taishin Shin Kong Financial Holding through Taishin Securities. This merger constitutes an internal group organizational restructuring. The share exchange ratio has been evaluated for reasonableness by independent expert Mr. Ku Chia-Wei of Li-Cheng United Certified Public Accountants, and it will not adversely affect shareholder权益.

7. Purpose and terms of the acquisition, including rationale, consideration terms, and payment timing: (1) This merger aims to expand business scale, integrate research resources, and enhance service quality. (2) The consideration will be paid through the issuance of new shares by Taishin IC, with 0.943441 ordinary shares of Taishin IC exchanged for every 1 ordinary share of Yuanta IC. If changes to the share exchange ratio are required due to the merger agreement, laws and regulations, or operational needs, the chairmen of both companies are authorized to make such adjustments. (3) The merger between Taishin IC and Yuanta IC will proceed upon obtaining regulatory approval. The actual merger effective date will be jointly determined and publicly announced by the chairmen of both companies or their designated representatives.

8. Expected benefits from the acquisition: Expansion of business scale, integration of research resources, and enhancement of service quality, with merger synergies expected to be realized promptly.

9. Impact of the acquisition on net asset value per share and earnings per share: The surviving company’s net assets will increase post-merger. Operational efficiency improvements through business integration are expected to have a positive impact on future net asset value per share and earnings per share.

10. Type of consideration and source of funds: Taishin IC plans to issue 28,303,230 new ordinary shares to Taishin Securities, the shareholder of Yuanta IC.

11. Share exchange ratio and its calculation basis: The share exchange ratio is calculated based on the book value per share of Taishin IC and Yuanta IC as of December 31, 114, as audited by certified public accountants. The ratio is set at 0.943441 ordinary shares of Taishin IC for every 1 ordinary share of Yuanta IC.

12. Did the accountant, lawyer, or securities underwriter issue an opinion of unreasonableness for this transaction?: No

13. Name of the accounting firm, law firm, or securities underwriting company: Li-Cheng United Certified Public Accountants

14. Name of the accountant or lawyer: Ku Chia-Wei

15. License number of the accountant or lawyer: Taipei City CPA Certificate No. 3311

16. Content of the independent expert’s opinion on the reasonableness of the share exchange ratio and any cash or other property distributed to shareholders: This share exchange transaction is essentially an internal group organizational restructuring. The consideration is based on shareholders’ equity, and thus the asset-based valuation method is adopted. The independent expert used the audited book value per share of Taishin IC (NT$10.8) and Yuanta IC (NT$10.19) as of the valuation date (December 31, 114) to determine that an exchange ratio of 0.943441 shares of Taishin IC for 1 share of Yuanta IC is appropriate and reasonable.

17. Scheduled completion timeline: After receiving approval from the Financial Supervisory Commission, the chairmen of both companies or their designated representatives will set the merger effective date.

18. Matters regarding the surviving or newly established company assuming the rights and obligations of the dissolved (or spun-off) company: From the merger effective date, all assets, liabilities, and all rights and obligations of Yuanta IC that remain valid will be legally and comprehensively assumed by Taishin IC.

19. Basic information of the merging companies: Both Taishin IC and Yuanta IC are qualified investment advisory firms engaged in securities investment advisory services.

20. Matters related to spin-offs (including the valuation of businesses and assets to be transferred to an existing or newly established company; the total number, type, and quantity of shares received by the spun-off company or its shareholders; and matters related to capital reduction if applicable): Not applicable

21. Conditions and restrictions on future transfer of acquired shares: Not applicable

22. Plans after completion of the acquisition: After the merger, Taishin IC will be the surviving company, and Yuanta IC will be dissolved due to the merger.

23. Other important agreed matters: (1) Adjustment of share exchange ratio: The boards of directors of both parties authorize their respective chairmen to adjust the share exchange ratio if any of the following events occur before the merger effective date: 1. Capital reduction, cash capital increase, issuance of convertible bonds, free share distribution, issuance of bonds or preferred shares with subscription rights, subscription rights certificates, or other equity-linked securities, or any event leading to or potentially leading to share dilution. 2. Acquisition or disposal of significant assets affecting the company’s financial or business condition. 3. Major force majeure events, disasters, significant losses, major lawsuits, or other events significantly affecting the company’s financial condition, business, operations, shareholder权益, or securities prices. 4. Adjustments based on changes in the book value of either party between the valuation date and the day before the merger effective date. 5. Any adjustment required by laws and regulations, regulatory authorities, or necessary to secure regulatory approval for the merger.

(2) This merger and the merger agreement will only become effective upon approval by the shareholders’ meeting of Taishin IC, the board of directors of Yuanta IC acting as shareholders’ meeting, and relevant regulatory authorities.

24. Other significant matters related to the acquisition: None

25. Did any directors object to this transaction?: No

26. Information on directors with conflicts of interest in the acquisition transaction (name of individual director or name of corporate director and its representative, nature of significant interest, reasons for recusal or non-recusal, recusal status, and reasons for supporting or opposing the acquisition resolution): None

27. Does this involve a change in business model?: No

28. Explanation of business model change: Not applicable

29. Transaction history with the counterparty in the past year and expected in the next year: Not applicable

30. Source of funds: Not applicable

31. Other explanatory matters: The effectiveness of this merger is conditional upon approval by the Financial Supervisory Commission.

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  • Source: PR Times
  • Category: News