TPV Technology Limited (SEHK:903) signed an agreement to acquire remaining 30% stake in T.P. Vision Holding B.V. from Koninklijke Philips N.V (ENXTAM:PHIA) for approximately $110 million on January 20, 2014. As per the terms of the transaction, Coöperatie MMD Meridian will pay to Koninklijke Philips N.V a combined deferred purchase price for 100% stake in T.P. Vision Holding B.V., which will be calculated based on four times the Average Proportional EBIT up-to a maximum of €375 million ($507.7 million). The payment would be made at any time after April 1, 2018 at the option of Koninklijke Philips. The trademark license agreement between Philips and T.P. Vision Holding will remain in place, with an annual royalty of 2.2% of sales payable by T.P. Vision Holding to Philips, but the guaranteed minimum annual royalty will be reduced from €50 million ($67.7 million) to €40 million ($54.2 million).

Following Completion, TP Vision will become an indirect wholly-owned subsidiary of TPV. If the definitive agreements are not entered into on or before April 30, 2014, Philips or T.P. Vision Holding may terminate the transaction. TP Vision reported turnover of $3 billion, net loss before tax of $315 million, net loss after tax of $329 million, operating loss of €134 million ($185.42 million), total equity of €143.102 million ($196.99 million) and net liabilities of $197 million for the year ended December 31, 2013. The transaction is subject to a number of conditions, including in particular, the execution of the definitive agreements and the relevant shareholder and regulatory approvals required to consummate the transactions.

The Board of the buyer considers the terms of the transaction to be fair and reasonable and recommends the shareholders to vote in favor of the transaction. An Independent Board Committee has been formed for the transaction. The transaction is expected to be completed by February 28, 2014. As on March 25, 2014, Coöperatie MMD entered into an agreement to acquire remaining 30% stake in T.P. Vision Holding B.V. from Koninklijke Philips. As on May 9, 2014, the transaction is approved by shareholders of TPV Techonology Limited. The transaction was approved by Board of Directors of China Great Wall Computer Shenzhen Co., Ltd., parent of TPV Technology Limited.

Nicholas Norris, Steven Tran and Joey Chau of Kirkland & Ellis LLP acted as legal advisors to TPV Technology. Gaby Smeenk, Lennart Crain, Bertrand ter Woort, Henk van Ravenhorst, Heather Giannandrea, Johan van der Hoek, Joost Sluijter, Jan Marten van Dijk, Pim van Leersum, Geert Potjewijd, James Zhang, Sjoerd van Elferen and Bart de Rijke of De Brauw Blackstone Westbroek N.V. acted as legal advisors to Philips. Grand Vinco Capital acted as financial advisor for TPV Technology, parent company of MMD. PricewaterhouseCoopers acted as the accountant for TPV. Computershare Hong Kong Investor Services Limited acted as the registrar for TPV. Currency conversion was done through oanda.com as of January 19, 2014 and December 31, 2013 for the financials.