Unimicron Technology : The board of directors of the Company resolved to approve the share exchange with Subtron Technology Co., Ltd.

Close

Today's Information

Provided by: Unimicron Technology Corp.
SEQ_NO	4	Date of announcement	2022/03/30	Time of announcement	21:09:14
Subject	The board of directors of the Company resolved to approve the share exchange with Subtron Technology Co., Ltd.
Date of events	2022/03/30	To which item it meets	paragraph 11
Statement	1.Type of merger and acquisition (e.g.merger, spin-off, acquisition, or share transfer):share exchange 2.Date of occurrence of the event:2022/03/30 3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger, newly established company in a spin-off, acquired company, or company whose shares are transferred): Transferee: Unimicron Technology Corp. Transferor: Subtron Technology Co., Ltd. 4.Trading counterparty (e.g., name of the other company participating in the merger, company spinning off, or trading counterparty to the acquisition or share transfer):Subtron Technology Co., Ltd. ("Subtron") 5.Whether the counterparty of the current transaction is a related party:Yes 6.Relationship between the trading counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), explanation of the reasons for the decision to acquire from or transfer shares to an affiliated enterprise or related party, and whether it will affect shareholders' equity: Subtron is an investee company in which the Company directly and indirectly holds about 32.04% of the shares. This case will be operated in accordance with the procedures stipulated by relevant laws and regulations such as the share exchange of the Enterprise Mergers and Acquisitions Act, so the above-mentioned relationship will not affect the rights and interests of the company's shareholders. 7.Purpose of the merger and acquisition: Complementary technologies, products and customers, integrate resources to reduce operating costs, enhance customer service capabilities, and enhance the well-being of employees and shareholders 8.Anticipated benefits of the merger and acquisition: a)Complement both IC substrate technologies and products b)Integrate resources to accelerate major expansions to satisfy market's demand in advance c)Deploy the technology development of compound semiconductor substrates and strengthen market segments in E.V., Autopilot, high frequency, high speed, Metaverse etc. d)Strengthen ESG, smart manufacturing, customer satisfaction, reduce the cost and improve the welfare for employees and stockholders 9.Effect of the merger and acquisition on net worth per share and earnings per share: After the completion of the share exchange, it is expected that there will be a synergy, which should be of positive benefit to the net value per share and earnings per share. 10.Follow-up procedures for mergers and acquisitions, including the time and method of payment of the consideration for mergers and acquisitions, etc.: The share exchange ratio of the share exchange is to exchange 0.219 ordinary shares of the Company for each ordinary share of Subtron. The tentative record date of the share exchange is October 1, 2022. If it is necessary to adjust the record date of the share exchange due to the actual situation, the board of directors of each party or a person authorized by the board of directors may change the record date of the share exchange and announce it according to the needs of the share exchange schedule. 11.Types of consideration for mergers and acquisitions and sources of funds: Taking stock as consideration, the Company expects to issue 45,451,004 ordinary shares to increase the capital to other shareholders of Subtron, the basis for share exchange, other than the Company. However, to determine the total number of new shares to be issued, the actual total number of issued shares of Subtron on the basis of share exchange, after deducting the shares Subtron held by the Company and the shares of Subtron that should be cancelled on the basis of share exchange or other laws and regulations, shall be calculated according to the share exchange ratio. The audited number of shares shall prevail and shall be adjusted by the resolution of the Board of Directors of the Company and Subtron respectively. 12.Share exchange ratio and calculation assumptions: (1) Share exchange ratio: The share exchange ratio approved by the boards of directors of both parties is tentatively set to be 1 share of Subtron for 0.219 shares of the Company. (2) Calculation basis: It is based on the comprehensive consideration of the Company and Subtron on the most recent financial report of the Company and Subtron that has been checked, certified by an accountant, and is based on the evaluation report of Subtron 's shareholders' equity, the independent expert's opinion on the reasonableness of the share exchange ratio, the share price of the Company, the operating conditions of the Company and Subtron, earnings per share, net worth per share and other factors that may affect shareholders' equity at the discretion of the Company and Subtron, at the same time, after considering various factors such as the current overall operating conditions of the Company and Subtron, future comprehensive operating benefits, business prospects and development conditions, it was agreed between the Company and Subtron, subject to the opinion written by independent experts on the reasonableness of the share exchange ratio. 13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:No 14.Name of accounting, law or securities firm: Favorable Business Partner CPAs 15.Name of CPA or lawyer:LIU,KUEI-YI 16.Practice certificate number of the CPA: Bei-Shi-Kuai-Zheng-Zi-No. 4308 17.The content of the independent expert opinion on the reasonableness of the share exchange ratio, cash or other assets allotted to shareholders in this merger and acquisition: The structure of this merger is a share exchange case and a non-public acquisition case. The independent experts have considered the quantifiable financial figures and objective market data, respectively based on the market method and the income method, and their evaluation and calculation results show that the reasonable range of the share exchange ratio in this case is 0.1567 ~ 0.2308 shares of the Company for each share of Subtron, the Company expects to exchange each share of Subtron for 0.219 shares of the Company, and its share exchange ratio is within the aforementioned assessment range, which is still reasonable. 18.Estimated date of completion: The tentative record date of the share exchange is October 1, 2022. 19.Matters related to the assumption of corporate rights and obligations of the dissolving company (or spin-off) by the existing or newly-established company:NA 20.Basic information of companies participating in the merger: (1) Company Name: Unimicron Technology Corp. Total capital: NT$20,000,000,000 Paid-up capital: NT$14,752,603,330 Name of Representative: Tzyy Jang Tseng Company Location: No. 179, Shanying Road, Guishan District, Taoyuan City Main business contents: 1. A101020 Crop cultivation industry. 2. A101030 Special crop cultivation. 3. A101040 Edible mushroom cultivation. 4. A102050 Crop cultivation services. 5. CC01080 Electronic component manufacturing. 6. CB01010 Mechanical equipment manufacturing. 7. CE01010 General instrument manufacturing. 8. CQ01010 Mold manufacturing. 9. CC01110 Computers and their peripheral equipment manufacturing. 10. CC01990 Other electrical and electronic machinery manufacturing. 11. CA04010 Surface treatment. 12. F101130 Vegetable and fruit wholesale. 13. F119010 Electronic materials wholesale. 14. F201010 Agricultural products retail. 15. F219010 Electronic materials retail. 16. F213010 Electrical appliance retail. 17. F401010 International trade. 18. G202010 Parking lot operation. 19. I501010 Product design. 20. F601010 Intellectual property rights. 21. I199990 Other consulting services. 22. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. 23. CF01011 Medical materials and equipment manufacturing. 24. F108031 Wholesale of medical devices. 25. F208031 Retail sale of medical equipments. 26. CZ99990 Other industrial products manufacturing not elsewhere classified. (2) Company Name: Subtron Technology Co., Ltd. Total capital: NT$4,000,000,000 Paid-up capital: NT$ 2,971,956,000 Name of Representative: Tzyy Jang Tseng Company Location: No.8, Kuang Fu North Road, Hu Kou Township, Hsin-Chu County Main business contents: 1. CC01080 Electronic component manufacturing. 2. F119010 Electronic materials wholesale. 3. F219010 Electronic materials retail. 4. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. 21.Matters related to the spin-off (including estimated value of the business and assets planned to be transferred to the existing company or new company.The total number of shares to be acquired by the spun-off company or its shareholders, and their respective types and no.Matters related to the reduction, if any, in capital of the spun-off company)(note: not applicable for announcements unrelated to spin-offs):NA 22.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition:NA 23.The plan after the merger and acquisition is completed: Subtron will apply to terminate the ESB trading and to cease public offering 24.Other important terms and conditions:None 25.Other major matters related to the mergers and acquisitions: Subtron will apply to terminate the ESB trading and to cease public offering 26.Any objections from directors to the transaction:No 27.Information on interested directors involved in the mergers and acquisitions: (1) Name of director: Tzyy-Jang Tseng, representing United Microelectronics Corporation (a) The important content of the legal person which he or his representative has an interest in: as the authorized representative of UMC, he was elected as the director of Unimicron and served as the chairman of the board, and Fortune Venture Capital Corp., UMC's affiliate, is the director of Subtron, and holds 3.38% of the shares of Subtron; and Chairman Tzyy-Jang Tseng was also elected as the director and chairman of Subtron as the authorized representative of Unimicron. Chairman Tzyy-Jang Tseng and his spouse hold about 0.63% of the shares of Subtron. (b) Circumstances and reasons for withdrawal: According to Article 29, Paragraph 7 of the Enterprise Mergers and Acquisitions Act, the provisions of Article 18, Paragraph 6 shall be applied mutatis mutandis, and the right to vote can be exercised, so Tzyy-Jang Tseng participates in discussions and voting. (c) Reasons for or against the M&A resolution: Agree, because the integration of the resources of these two companies, regardless of the cooperation in technology, production and business, can rapidly expand the scale of operations, strengthen the development of the future market, and the overall synergy has a positive development in the interests of shareholders and the development and welfare of employees, etc. The fairness and reasonableness of the M&A has been reviewed by the Audit Committee and confirmed by independent experts in accordance with the regulations, which can ensure a reasonable share exchange ratio in the M&A. (2) Names of directors: SC Chien, Chi-Tung Liu, representing United Microelectronics Corporation (a) Important content which the legal person he or he represents has an interest: as the authorized representative of UMC, he was elected as the director of Unimicron, and Fortune Venture Capital Corp., a UMC's affiliate, is also a director of Subtron, and holds 3.38% of the shares of Subtron, and directors SC Chien and Chi-Tung Liu do not hold shares of Subtron. (b) Circumstances and reasons for withdrawal: According to Article 29, Paragraph 7 of the Enterprise Mergers and Acquisitions Act, the provisions of Article 18, Paragraph 6 shall be applied mutatis mutandis, and the right to vote can be exercised, so SC Chien and Chi-Tung Liu participate in discussions and voting. (c) Reasons for or against the M&A resolution: The fairness and reasonableness of the M&A has been reviewed by the Audit Committee and confirmed by independent experts in accordance with the regulations, which can ensure a reasonable share exchange ratio in the M&A. Moreover, after the share exchange, both parties will have the benefits of resource integration, expansion of operating scale, reduction of management costs to improve operating efficiency and enhance market competitiveness, which will be conducive to the positive development of shareholders' rights and interests, so SC Chien and Chi-Tung Liu support this M&A. (3) Name of director: Louis Chien, representing Hsun Chieh Investment Co., Ltd. (a) Important content which the legal person he or he represents has an interest: as the legal representative of Hsun Chieh Investment Co., Ltd., he was elected as the director of Unimicron, and Hsun Chieh Investment Co., Ltd. also has a legal representative who serves as the director of Subtron and holds 0.03% of the shares of Subtron, and director Louis Chien does not hold shares of Subtron. (b) Circumstances and reasons for withdrawal: According to 29, Paragraph 7 of the Enterprise Mergers and Acquisitions Act, the provisions of Article 18, Paragraph 6 shall be applied mutatis mutandis, and the right to vote can be exercised, so Louis Chien participates in discussions and voting. (c) Reasons for or against the M&A resolution: The fairness and reasonableness of the M&A has been reviewed by the Audit Committee and confirmed by independent experts in accordance with the regulations, which can ensure a reasonable share exchange ratio in the M&A. Moreover, after the share exchange, both parties will have the benefits of resource integration, expansion of operating scale, reduction of management costs to improve operating efficiency and enhance market competitiveness, which will be conducive to the positive development of shareholders' rights and interests, so Louis Chien supports this M&A. 28.Whether the transaction involved in change of business model:No 29.Details on change of business model:NA 30.Details on transactions with the counterparty for the past year and the expected coming year:NA 31.Source of funds:NA 32.Any other matters that need to be specified: It is still required to be reported at the annual general meeting of shareholders.