On behalf of WPG subsidiary Richpower Electronic Devices Co., Ltd. announces Board of Directors resolved merger with its 100%-owned subsidiary MEC Technology Co., Ltd.
1.Type of merger/acquisition (e.g.merger, consolidation, spin-off,
acquisition, or receiving assignment of shares):merger(short-form merger)
2.Date of occurrence of the event:2018/05/08
3.Names of companies participating in the merger (e.g.name of the other
company participating in the merger or consolidation, newly established
company in a spin-off, acquired company, or company whose shares are
taken assignment of):
Richpower Electronic Devices Co., Ltd.(hereinafter referred to as
”Richpower”)(the surviving company)
MEC Technology Co., Ltd.(hereinafter referred to as ”MEC”)(the dissolved
4.Counterparty (e.g.name of the other company participating in the merger or
consolidation, company taking assignment of the spin-off, or counterparty
to the acquisition or assignment of shares):MEC
5.Relationship between the counterparty and the Company (investee company in
which the Company has re-invested and has shareholding of XX%), and
explanation of the reasons for the decision to acquire, or take assignment
of the shares of, an affiliated enterprise or related person, and whether
it will affect shareholders' equity:
Surviving company and dissolved company are WPG 100%-owned subsidiaries.
MEC, 100%-owned subsidiary of Richpower will merge with Richpower to
streamline organizational structure and integrate group resources.
6.Purpose/objective of the merger/acquisition:Streamline organizational
structure and integrate group resources.
7.Anticipated benefits of the merger/acquisition:Reducing operating costs
and improving operational efficiency.
8.Effect of the merger or consolidation on net worth per share and earnings
per share: The merger is short-form merger between 100%-owned subsidiaries,
it shall not have significant effect on net worth per share and earnings per
9.Share exchange ratio and basis of its calculation:NA
10.Scheduled timetable for consummation:Tentatively set on June 18, 2018.
11.Matters related to assumption by the existing company or new company of
rights and obligations of the extinguished (or spun-off) company:
Richpower shall assume the rights and obligations of MEC starting from
merger record date.
12.Basic information of companies participating in the merger:
(1)The main business of Richpower is wholesale and retail of electronic
(2)The main business of MEC is wholesale and retail of electronic materials.
13.Matters related to the spin-off (including estimated value of the business
and assets planned to be assigned to the existing company or new company;
the total number and the types and volumes of the shares to be acquired by
the split company or its shareholders; matters related to the reduction,
if any, in capital of the split company) (note: not applicable other than
where there is announcement of a spin-off):NA
14.Conditions and restrictions on future transfers of shares resulting from
the merger or acquisition:NA
15.Other important stipulations:None
16.Do the directors have any objection to the present transaction?:None