Presentation (PDF)
2009-12-11
The Company convened a board meeting today (December 11) to resolve the spin-off of its ODM business group which is held through the form of long-term equity investment and establish "Pegatron Investment Holding Co., Ltd." ("Pegatron Holding") which will assume 100% of the Company's equity investment in Pegatron Corporation ("Pegatron"), and Pegatron Holding will issue 2,286,053,935 new shares to the Company and all shareholders of the Company as consideration, among which it is expected that the Company will receive 25% of the equity and all shareholders of the Company will in total receive 75% of the equity in Pegatron Holding in proportion to their shareholdings in the Company.
The estimated value of the business assigned to Pegatron Holding, through this spin-off, is NTD 92,894,089,000, and all shareholders of the Company will in total receive 75% of the equity with a total value of NTD 69,670,567,000 in proportion to their shareholdings in the Company, while the Company will at the same time reduce its capital based on the value of the business spun off. The capital reduction ratio of the Company is expected to be 85%, where the number of issued shares will be reduced by 85% and the net worth will be reduced by 42%, reducing the net worth by NTD 69,670,567,000. The spin-off date is expected to be on July 1, 2010.
All shareholders of the Company currently hold 100% of the shares in ASUS, and indirectly hold 100% of the shares in Pegatron through ASUS. After the capital reduction, the shareholders will directly hold 100% of the shares in ASUS and 75% of the shares in Pegatron Holding, and indirectly hold 25% of the shares in Pegatron Holding through ASUS. Although the nominal number of shares held by the shareholders will be reduced as a result of the capital reduction, the net shareholders’ equity value conveyed by each share will consequently be increased. In all, there will be no effect to the total equity held by the shareholders.
After the spin-off and capital reduction, 75% stake in Pegatron Holding and the equity in Pegatron held by Pegatron Holding will be transferred to all shareholders of the Company to complete business separation and independent operation for Pegatron. The business outlook and competitiveness of Pegatron shall be improved as a result. The Company also plans to merge Pegatron Holding and Pegatron in the future in accordance with the relevant laws and regulations where it is tentatively expected that Pegatron will be the surviving company, and will actively prepare the application for listing.
Press Contacts:
Spokesperson Office of ASUS : (02) 2894-3447 #2339 ; investor@asus.com
Spokesperson Office of Pegatron : (02) 8143-9001 ; ir@pegatroncorp.com