1. Name and Nature of the Target (if it is preferred stock, specify the agreed terms of preferred stock issuance, such as dividend rate): Our company and its wholly-owned subsidiary, BizLink Speedy Pte. Ltd., have resolved to jointly acquire the Datacom Business of the Interplex Group. The details are as follows: (1) Our company will acquire 100% of the shares of Interplex Precision Global Holdings Pte. Ltd. (2) BizLink Speedy Pte. Ltd. will acquire 100% of the shares of Interplex Precision Technology (Hanoi) Co., Ltd., Interplex (Suzhou) Precision Engineering Ltd., and Interplex China Holdings Pte Ltd., as well as 95.5% of the shares of Huizhou Interplex Technology Ltd. (including 70% directly acquired and 25.5% indirectly acquired). 2. Date of Occurrence of the Event: 115/6/10~115/6/10 3. Date of Board of Directors' Resolution: June 10, 115 (Republic of China calendar) 4. Date of Other Approvals: Not applicable 5. Transaction Quantity, Unit Price, and Total Transaction Amount: Transaction Unit Quantity: Shares of the target companies mentioned above. Unit Price: Not applicable (This transaction is priced as a whole business package, so a unit price for a single company is not applicable). Total Transaction Amount: Expected to not exceed USD 900,000 thousand (including a total enterprise value of USD 850,000 thousand and contingent consideration of up to USD 50,000 thousand). 6. Transaction Counterparty and Relationship with the Company (If the counterparty is an individual and not an affiliate of the company, their name may be omitted): Transaction Counterparty: Ionesco Bidco Pte. Ltd. Relationship with the Company: Not an affiliate of our company. 7. If the transaction counterparty is an affiliate, announce the reason for selecting the affiliate as the transaction object, the previous owner, the relationship between the previous owner, the company, and the transaction counterparty, the date of the previous transfer, and the transfer amount: Not applicable 8. If the subject of the transaction has been owned by an affiliate of the company within the last five years, announce the date of acquisition and disposal by the affiliate, the price, and the relationship with the company at the time of the transaction: Not applicable 9. Matters related to the disposal of claims (including the type of collateral attached to the disposed claims, and if the disposed claims are against an affiliate, announce the name of the affiliate and the book value of the claims against the affiliate being disposed of): Not applicable 10. Profit (or Loss) from Disposal (Not applicable for acquisition of securities) (If originally deferred, explain the recognition status in a table): Not applicable 11. Delivery or Payment Terms (including payment period and amount), Contractual Restrictions, and Other Important Agreements: Part of the payment will be made in cash on the settlement date (the actual amount will be adjusted according to the provisions of the share purchase agreement based on the enterprise value of USD 850,000 thousand). The remaining USD 50,000 thousand will be paid in cash in subsequent years after certain conditions are met, as agreed. 12. Method of Decision for this Transaction, Basis for Price Determination, and Decision-Making Unit: (1) Method of Decision for the Transaction and Decision-Making Unit for Price Determination: Resolved by the Audit Committee and Board of Directors of BizLink Holding Inc. and the Board of Directors of BizLink Speedy Pte. Ltd. on June 10, 115. (2) Basis for Price Determination: Opinion letter on the reasonableness of the transaction price issued by a certified public accountant. 13. Net Asset Value per Share of the Target Company for Securities Acquisition or Disposal: Not applicable 14. Cumulative Quantity, Amount, Shareholding Ratio, and Restrictions on Rights (e.g., pledge status) of Securities Held to Date (including this transaction): Cumulative Quantity Held: (1) Interplex Precision Global Holdings Pte. Ltd.: 100% shareholding. (2) Interplex Precision Technology (Hanoi) Co., Ltd.: 100% shareholding. (3) Interplex (Suzhou) Precision Engineering Ltd.: 100% shareholding. (4) Interplex China Holdings Pte Ltd.: 100% shareholding. (5) Huizhou Interplex Technology Ltd.: 95.5% shareholding. Total Amount: Not exceeding USD 900,000 thousand (including total enterprise value of USD 850,000 thousand and contingent consideration of USD 50,000 thousand). Restrictions on Rights: None. 15. To date, the proportion of investment in securities (including this transaction) listed in Article 3 of the "Regulations Governing the Acquisition or Disposal of Assets by Publicly Issued Companies" to the total assets and the 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 (Note 2): Proportion to Total Assets in Parent Company's Latest Financial Statements: 33.06% Proportion to Equity Attributable to Owners of the Parent in Latest Financial Statements: 60.68% Working Capital in Parent Company's Latest Financial Statements: NT$ 29,195,920 thousand 16. Broker and Brokerage Fee: Not applicable 17. Specific Purpose or Use of Acquisition or Disposal: This acquisition will further strengthen our company's presence in the data center connectivity technology and infrastructure sector, enabling us to acquire innovative customized interconnect solutions and high-precision mechanical product solutions, thereby enhancing related manufacturing capabilities. By integrating Interplex's Datacom business, our company will further solidify its market position in the integrated data center infrastructure field, offering a more comprehensive solution portfolio and continuously driving product development towards higher complexity and greater added value. Furthermore, this merger and acquisition will enhance our company's capabilities and market position in precision metal processing technologies, which are crucial for supporting BizLink's Equipment Solutions division (used for semiconductor cabinets, medical equipment, and system integration assembly) and other application areas. 18. Opinions of Dissenting Directors on this Transaction: None 19. Is this transaction a related party transaction? No 20. Date of Supervisor's Approval or Audit Committee's Consent: June 10, 115 (Republic of China calendar) 21. Did the accountant issue an opinion of non-reasonableness for this transaction? No 22. Name of Accounting Firm: Deloitte Touche Tohmatsu 23. Name of Accountant: Lin Chi-Lung 24. Accountant's Certificate Number: Financial Supervisory Commission Securities Review Certificate No. 10200032833 25. Does it involve a change in the business model? No 26. Explanation of Business Model Change: Not applicable 27. Transaction Situation with the Counterparty in the Past Year and Projected for the Next Year: Part of the contingent consideration will be paid in subsequent years upon achievement of specific conditions. 28. Source of Funds: Own funds and debt financing. 29. Date of Previous Announcement of Material Information on the Same Matter: Not applicable 30. Other Explanatory Matters: (1) Our company's Board of Directors has approved this transaction and authorized Chairman Liang Hua-Zhe or General Manager Deng Jian-Hua to represent the company in all matters related to this transaction, including the completion, amendment, execution, and termination of this share purchase agreement, its ancillary agreements, and all related documents, as well as to complete, execute, perform, amend, or terminate any subsequent contracts, deeds, documents, actions, applications, and handle any matters required for this transaction on behalf of the company. (2) The transaction is expected to be completed in the second half of 2026, after the fulfillment of the closing conditions stipulated in the agreement. Keywords: Material Information
FACT BOX
- Source: PR Times
- Category: Partnership
- Organizations: Interplex / BizLink Holding Inc.
- Dates in source: June 10, 115
- Products / services: Datacom Business / Interconnect Solutions