1. Name and nature of the subject matter (for preferred shares, specify issuance terms such as dividend rate): Preferred shares of Empower Semiconductor ("Empower"); perpetual, with conversion rights.
2. Date on which the fact occurred: 115/7/8 ~ 115/7/8
3. Date of board approval: Not applicable
4. Other approval dates: Approval level: Not applicable July 8, 2026 (Minguo Year 115)
5. Transaction quantity, unit price, and total transaction amount: (1) Quantity: 867,573 shares (2) Unit price: US$25.06 per share (3) Total transaction amount: US$22 million
6. Counterparty and its relationship with the company (if the counterparty is an individual and not a related party, name disclosure may be omitted): Analog Devices Inc. ("ADI"); relationship with the company: None
7. If the counterparty is a related party, state the reason for selecting such party, previous transferor, relationship among previous transferor, the company, and the counterparty, previous transfer date, and amount: Not applicable
8. If the ownership of the securities has been held by a related party of the company within the past five years, disclose the date of acquisition and disposal, price, and the relationship with the company at the time: Not applicable
9. Matters related to disposal of receivables (including types of collateral attached to disposed receivables; if receivables from related parties are involved, disclose the name and book value of such receivables): Not applicable
10. Gain (or loss) from disposal (not applicable for acquisition of securities) (if previously deferred, provide a table showing recognition): Impact on retained earnings: US$17 million. (No impact on profit or loss)
11. Delivery or payment terms (including payment period and amount), contractual restrictions, and other important agreements: Conducted in accordance with the merger agreement between ADI and Empower.
12. Method of transaction decision, reference basis for pricing, and decision-making unit: Transaction decision method: Decided by the General Partner of Emerging Fund under the preferred share investment agreement. Price determination basis and decision-making unit: Determined based on internal resolution by Empower.
13. Net asset value per share of the securities-issuing company: Not applicable
14. Cumulative holdings of the securities involved in this transaction (including this transaction) to date, including quantity, amount, ownership percentage, and any restrictions on rights (e.g., pledge status): None
15. Cumulative securities investments under Article 3 of the "Regulations Governing Acquisitions and Disposals of Assets by Publicly Issued Companies" (including this transaction) as a percentage of total assets and equity attributable to owners of the parent in the company’s latest financial statements, and the amount of working capital in the latest financial statements: 0.11%; 0.13%; NT$325,002 million
16. Broker and brokerage fees: Not applicable
17. Specific purpose or use of the acquisition or disposal of securities: Due to ADI’s acquisition of Empower.
18. Dissenting directors’ opinions on this transaction: Not applicable
19. Whether this transaction is a related-party transaction: No
20. Date of auditor’s approval or audit committee’s consent: Not applicable
21. Whether the accountant issued a non-reasonableness opinion on this transaction: No
22. Name of accounting firm: Li Hsun United Certified Public Accountants
23. Name of accountant: Yi-Wei Gan
24. Accountant’s license number: Financial Supervisory Commission Certificate No. 5223
25. Whether this involves a change in business model: No
26. Explanation of business model change: Not applicable
27. Transaction history with the counterparty in the past year and expected in the next year: Not applicable
28. Source of funds: Not applicable
29. Previous date of material information disclosure regarding the same event: Not applicable
30. Other explanatory matters: None
FACT BOX
- Source: PR Times
- Category: Funding
- Organizations: Empower Semiconductor / Analog Devices Inc.