1. Date of Event: 115/07/10 2. Counterparty to Agreement or Commitment: Hua-Chen Chang 3. Relationship with the Company: Hua-Chen Chang is a director of the Company. 4. Effective Date (or Termination Date) of Agreement or Commitment: 115/07/10 5. Main Content (Not applicable for termination): (1) Hua-Chen Chang is a director of the Company and also a shareholder (holding 17.07%) and Chairman of Perfect Corp. (Cayman) (hereinafter referred to as "Perfect Corp."), which is an investee of the Company’s subsidiary. (2) The Company’s subsidiary holds 36.29% of the shares of Perfect Corp. (3) Perfect Corp. plans to acquire the remaining 46.64% of its shares, cancel the acquired shares, and delist to achieve privatization. (4) Seeking the Company’s support, Cyberlink International Technology Corp. (BVI), a 100% subsidiary of the Company, will retain its existing shareholding and sign a Voting and Support Agreement, pledging to vote in favor of Hua-Chen Chang’s proposal at the shareholders’ meeting of Perfect Corp. to delist the company. Key terms of the agreement are as follows: A. Cyberlink International Technology Corp. (BVI) agrees to: A. Vote in favor of the merger proposal at the Perfect Corp. shareholders’ meeting B. Support the Merger Agreement C. Support the related transactions D. Not accept a cash acquisition E. Not have its shares canceled in the merger F. Retain its shares post-merger G. Cooperate in convening an extraordinary shareholders’ meeting if necessary B. Cyberlink International Technology Corp. (BVI) opposes: A. Any other acquisition proposals B. Any other merger proposals 6. Restrictive Clauses (Not applicable for termination): To be implemented in accordance with the Voting and Support Agreement. 7. Commitments (Not applicable for termination): To be implemented in accordance with the Voting and Support Agreement. 8. Other Important Agreements (Not applicable for termination): To be implemented in accordance with the Voting and Support Agreement. 9. Impact on the Company’s Financials and Operations: Cyberlink International Technology Corp. (BVI), a 100% subsidiary of the Company, will retain its existing shareholding and sign the Voting and Support Agreement, voting in favor of Hua-Chen Chang’s proposal at the Perfect Corp. shareholders’ meeting to delist the company. This action is not expected to have a material impact on the Company’s financials or operations. 10. Specific Purpose: To enhance Perfect Corp.’s operational competitiveness and long-term development. 11. Other Matters to be Disclosed: 1) With the rise of AI, the global investment environment and market have undergone drastic changes. The U.S. public market no longer provides an ideal valuation or operating environment for agile, specialized tech companies like Perfect Corp. Listed companies face pressure from quarterly earnings expectations and risks of short-term profit compression. The administrative burden and rising compliance costs of being a public company now outweigh the benefits. This privatization transaction will eliminate regulatory expenses and significant professional fees associated with U.S. public reporting requirements, enabling Perfect Corp. to pursue deeper strategic adjustments and optimizations. 2) After privatization, Perfect Corp. will optimize corporate efficiency and adopt more flexible marketing and management strategies. The Company will benefit from the long-term value creation of Perfect Corp. Upon completion of the privatization, the Company will gain substantial control over Perfect Corp., enabling deeper technical collaboration between the two companies in software systems, optimizing resource development and utilization. Going forward, CyberLink will continue to expand in the digital video, AI, and visual technology services markets, while Perfect Corp. will focus on AI and AR SaaS technology services for the beauty and fashion industries. Both parties will deepen cooperation based on their core strengths, independently expand into global markets, and jointly create greater corporate value and long-term shareholder benefits.
FACT BOX
- Source: PR Times
- Category: News
- Organizations: Perfect Corp.
- Dates in source: 115/07/10
- Products / services: AR SaaS