【Acer】Board of Directors Approves Spin-off of Biomedical Business Unit to Establish a Wholly-Owned Subsidiary
Acer's Board of Directors has approved the spin-off of its biomedical business unit to establish a new wholly-owned subsidiary, Acer Biomedical Co., Ltd., effective June 29, 2026. This move aims to foster internal innovation and attract strategic partners.
📋 Article Processing Timeline
- 📰 Published: May 7, 2026 at 09:00
- 🔍 Collected: May 8, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: May 8, 2026 at 09:28 (1h 28m after Collected)
1. Type of merger and acquisition (such as merger, spin-off, acquisition, or share transfer): Spin-off
2. Date of occurrence of the event: May 7, 2026
3. Names of companies participating in the merger and acquisition (such as the other party in a merger, the newly established company in a spin-off, or the target company for acquisition or share transfer):
Spun-off company: Acer Inc. (referred to as "Acer")
Newly established company to assume operations: Acer Biomedical Co., Ltd. (tentative name, hereinafter the same, referred to as "Acer Biomedical")
4. Counterparty to the transaction (such as the other party in a merger, the company to which the spin-off is transferred, or the target for acquisition or share transfer): This case is handled in accordance with Article 36, Paragraph 1 of the Enterprise Mergers and Acquisitions Act for the establishment of a subsidiary through spin-off, with no counterparty.
5. Is the counterparty a related party: No
6. Relationship between the counterparty and the company (e.g., an investee company in which the company holds XX% of shares), and explain the reasons for selecting a related enterprise or related party as the target for acquisition or share transfer, and whether it affects shareholder equity: Not applicable
7. Purpose and conditions of the merger and acquisition, including reasons, consideration conditions, and payment timing (Note 7): To encourage the incubation of innovation within internal business units and to attract strategic partners in the future.
8. Anticipated benefits after the merger and acquisition: To encourage the incubation of innovation within internal business units and to attract strategic partners in the future.
9. Impact of the merger and acquisition on net value per share and earnings per share: Not applicable
10. Type of consideration and source of funds for the merger and acquisition: Not applicable
11. Share exchange ratio and its calculation basis:
(1) Share exchange ratio: The estimated value of Acer Inc.'s biomedical laboratory-related operations to be spun off is NT$2,000,000. For every NT$10 of operational value, 1 newly issued common share of Acer Biomedical Co., Ltd. will be exchanged. Acer Inc. will acquire a total of 200,000 common shares of Acer Biomedical Co., Ltd.
(2) Calculation basis: Determined with reference to the book value of the assets and liabilities of Acer Inc. to be spun off and transferred, the net value per share, and the independent expert's opinion on the reasonableness of the share exchange.
12. Is there an unreasonable opinion issued by an accountant, lawyer, or securities underwriter for this transaction: No
13. Name of the accounting firm, law firm, or securities underwriter: Zhongshan United Accounting Firm
14. Name of the accountant or lawyer: Wang Ming-Sheng
15. Practice license number of the accountant or lawyer: Member License No.: Bei Shi Hui Zheng Zi No. 3235
16. Content of the independent expert's opinion on the reasonableness of the share exchange ratio and the cash or other assets to be distributed to shareholders in this merger and acquisition (I. including the methods, principles, or calculation methods used to set the public tender offer price and a comparison with internationally accepted market price methods, cost methods, and discounted cash flow methods. II. Comparison of the financial status, profitability, and price-to-earnings ratio of the acquired company with listed and OTC counterparts. III. If the public tender offer price refers to the valuation report of a valuation institution, the content and conclusions of the valuation report should be explained. IV. If the acquirer's financing repayment plan uses the assets or shares of the acquired company or the surviving company after the merger as collateral, an assessment of the impact on the financial and business soundness of the acquired company or the surviving company after the merger should be explained) (Note 7): Not applicable
17. Scheduled completion date (Note 7): The spin-off record date is tentatively set for June 29, 2026
18. Matters related to the existing or newly established company assuming the rights and obligations of the extinguished (or spun-off) company (Note 2):
(1) From the spin-off record date, all assets, liabilities, and all rights and obligations of the company transferred through spin-off, which remain valid as of the spin-off record date, shall be generally assumed by Acer Biomedical Co., Ltd. in accordance with the law.
(2) Except where the liabilities to be spun off are separable from the debts of the company before the spin-off, Acer Biomedical Co., Ltd. shall bear joint and several liability with the company for the debts incurred by the company before the spin-off, within the scope of its capital contribution for the assumed operations, in accordance with Article 35, Paragraph 5 of the Enterprise Mergers and Acquisitions Act. However, creditors' claims shall be extinguished if not exercised within two years from the spin-off record date.
19. Basic information of the companies participating in the merger (Note 3): Not applicable
20. Matters related to the spin-off (including the estimated value of operations and assets to be transferred to the existing or newly established company; the total number, type, and quantity of shares acquired by the spun-off company or its shareholders; matters related to capital reduction if the spun-off company's capital is reduced) (Note: Not applicable if not a spin-off announcement):
(1) Estimated value of operations to be transferred to the newly established company: NT$2,000 thousand
(2) Estimated assets to be transferred to the newly established company: NT$8,298 thousand
(3) Estimated liabilities to be transferred to the newly established company: NT$6,298 thousand
(4) Total number, type, and quantity of shares of the newly established company acquired by the spun-off company: 200,000 common shares with a par value of NT$10.
21. Conditions and restrictions on future transfer of acquired shares: None
22. Plans after the completion of the merger and acquisition (including I. willingness and content of plans to continue operating the company's business. II. Whether there will be dissolution, delisting, major changes in organization, capital, business plans, finance and production, arrangements or utilization of important personnel, assets, or any other major matters affecting shareholders' equity): Not applicable
22. Plans after the completion of the merger and acquisition (including I. willingness and content of plans to continue operating the company's business. II. Whether there will be dissolution, delisting, major changes in organization, capital, business plans, finance and production, arrangements or utilization of important personnel, assets, or any other major matters affecting shareholders' equity): Not applicable
23. Other important agreements: None
24. Other significant matters related to the merger and acquisition: None
25. Is there any objection from directors regarding this transaction: No
26. Information on interested directors involved in the merger and acquisition transaction (name of natural person director or name of corporate director and its representative's name, important content of their own or their represented corporate entity's interest (including but not limited to the method, shareholding ratio, transaction price, participation in the operation of other participating merger companies, and other investment conditions), reasons for recusal or non-recusal, recusal status, reasons for approving or opposing the merger resolution) (Note 7): Not applicable
27. Does it involve a change in operating model: No
28. Explanation of changes in operating model (Note 4): None
29. Transaction status with counterparties in the past year and expected in the next year (Note 5): Not applicable
30. Source of funds (Note 5): Not applicable
31. Other matters to be specified (Note 6): The company will conduct additional cash capital increases as needed by the newly established company in the future to supplement its operating funds.
2. Date of occurrence of the event: May 7, 2026
3. Names of companies participating in the merger and acquisition (such as the other party in a merger, the newly established company in a spin-off, or the target company for acquisition or share transfer):
Spun-off company: Acer Inc. (referred to as "Acer")
Newly established company to assume operations: Acer Biomedical Co., Ltd. (tentative name, hereinafter the same, referred to as "Acer Biomedical")
4. Counterparty to the transaction (such as the other party in a merger, the company to which the spin-off is transferred, or the target for acquisition or share transfer): This case is handled in accordance with Article 36, Paragraph 1 of the Enterprise Mergers and Acquisitions Act for the establishment of a subsidiary through spin-off, with no counterparty.
5. Is the counterparty a related party: No
6. Relationship between the counterparty and the company (e.g., an investee company in which the company holds XX% of shares), and explain the reasons for selecting a related enterprise or related party as the target for acquisition or share transfer, and whether it affects shareholder equity: Not applicable
7. Purpose and conditions of the merger and acquisition, including reasons, consideration conditions, and payment timing (Note 7): To encourage the incubation of innovation within internal business units and to attract strategic partners in the future.
8. Anticipated benefits after the merger and acquisition: To encourage the incubation of innovation within internal business units and to attract strategic partners in the future.
9. Impact of the merger and acquisition on net value per share and earnings per share: Not applicable
10. Type of consideration and source of funds for the merger and acquisition: Not applicable
11. Share exchange ratio and its calculation basis:
(1) Share exchange ratio: The estimated value of Acer Inc.'s biomedical laboratory-related operations to be spun off is NT$2,000,000. For every NT$10 of operational value, 1 newly issued common share of Acer Biomedical Co., Ltd. will be exchanged. Acer Inc. will acquire a total of 200,000 common shares of Acer Biomedical Co., Ltd.
(2) Calculation basis: Determined with reference to the book value of the assets and liabilities of Acer Inc. to be spun off and transferred, the net value per share, and the independent expert's opinion on the reasonableness of the share exchange.
12. Is there an unreasonable opinion issued by an accountant, lawyer, or securities underwriter for this transaction: No
13. Name of the accounting firm, law firm, or securities underwriter: Zhongshan United Accounting Firm
14. Name of the accountant or lawyer: Wang Ming-Sheng
15. Practice license number of the accountant or lawyer: Member License No.: Bei Shi Hui Zheng Zi No. 3235
16. Content of the independent expert's opinion on the reasonableness of the share exchange ratio and the cash or other assets to be distributed to shareholders in this merger and acquisition (I. including the methods, principles, or calculation methods used to set the public tender offer price and a comparison with internationally accepted market price methods, cost methods, and discounted cash flow methods. II. Comparison of the financial status, profitability, and price-to-earnings ratio of the acquired company with listed and OTC counterparts. III. If the public tender offer price refers to the valuation report of a valuation institution, the content and conclusions of the valuation report should be explained. IV. If the acquirer's financing repayment plan uses the assets or shares of the acquired company or the surviving company after the merger as collateral, an assessment of the impact on the financial and business soundness of the acquired company or the surviving company after the merger should be explained) (Note 7): Not applicable
17. Scheduled completion date (Note 7): The spin-off record date is tentatively set for June 29, 2026
18. Matters related to the existing or newly established company assuming the rights and obligations of the extinguished (or spun-off) company (Note 2):
(1) From the spin-off record date, all assets, liabilities, and all rights and obligations of the company transferred through spin-off, which remain valid as of the spin-off record date, shall be generally assumed by Acer Biomedical Co., Ltd. in accordance with the law.
(2) Except where the liabilities to be spun off are separable from the debts of the company before the spin-off, Acer Biomedical Co., Ltd. shall bear joint and several liability with the company for the debts incurred by the company before the spin-off, within the scope of its capital contribution for the assumed operations, in accordance with Article 35, Paragraph 5 of the Enterprise Mergers and Acquisitions Act. However, creditors' claims shall be extinguished if not exercised within two years from the spin-off record date.
19. Basic information of the companies participating in the merger (Note 3): Not applicable
20. Matters related to the spin-off (including the estimated value of operations and assets to be transferred to the existing or newly established company; the total number, type, and quantity of shares acquired by the spun-off company or its shareholders; matters related to capital reduction if the spun-off company's capital is reduced) (Note: Not applicable if not a spin-off announcement):
(1) Estimated value of operations to be transferred to the newly established company: NT$2,000 thousand
(2) Estimated assets to be transferred to the newly established company: NT$8,298 thousand
(3) Estimated liabilities to be transferred to the newly established company: NT$6,298 thousand
(4) Total number, type, and quantity of shares of the newly established company acquired by the spun-off company: 200,000 common shares with a par value of NT$10.
21. Conditions and restrictions on future transfer of acquired shares: None
22. Plans after the completion of the merger and acquisition (including I. willingness and content of plans to continue operating the company's business. II. Whether there will be dissolution, delisting, major changes in organization, capital, business plans, finance and production, arrangements or utilization of important personnel, assets, or any other major matters affecting shareholders' equity): Not applicable
22. Plans after the completion of the merger and acquisition (including I. willingness and content of plans to continue operating the company's business. II. Whether there will be dissolution, delisting, major changes in organization, capital, business plans, finance and production, arrangements or utilization of important personnel, assets, or any other major matters affecting shareholders' equity): Not applicable
23. Other important agreements: None
24. Other significant matters related to the merger and acquisition: None
25. Is there any objection from directors regarding this transaction: No
26. Information on interested directors involved in the merger and acquisition transaction (name of natural person director or name of corporate director and its representative's name, important content of their own or their represented corporate entity's interest (including but not limited to the method, shareholding ratio, transaction price, participation in the operation of other participating merger companies, and other investment conditions), reasons for recusal or non-recusal, recusal status, reasons for approving or opposing the merger resolution) (Note 7): Not applicable
27. Does it involve a change in operating model: No
28. Explanation of changes in operating model (Note 4): None
29. Transaction status with counterparties in the past year and expected in the next year (Note 5): Not applicable
30. Source of funds (Note 5): Not applicable
31. Other matters to be specified (Note 6): The company will conduct additional cash capital increases as needed by the newly established company in the future to supplement its operating funds.