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Unedited press release follows:
Lite-On Technology Commences a Cash Tender Offer for Lite-On IT
2013/1/30 — Lite-On Technology (hereinafter “Lite-On”, 2301.TW) announced today that its Board of Directors approved to commence a cash tender offer to acquire the remaining outstanding shares of Lite-On IT Co., Ltd. (hereinafter “Lite-On IT”, 8008.TW) through a 100%-owned subsidiary, Baoyuan Co., Ltd. (hereinafter “Baoyuan”), at NTD 32.75 per share, in sight of industry trends and integration of corporate resources. The cash tender offer will start from January 31st, 2013 and conclude on March 15th, 2013. The acquisition is conditioned upon the purchase of minimum tender of 81,542,619 shares (i.e. 8.89% of Lite-On IT outstanding shares) and the approvals from domestic and international regulatory parties.
After the completion of the tender offer, Baoyuan will issue redeemable preferred stock as consideration in exchange for the remaining Lite-On IT common shares. Subsequently, Lite-On will commence the merger with Baoyuan and directly own 100% stake of Lite-On IT.
Lite-On expects to continuously retain its leading position as the world’s largest player of optical drives and penetrate SSD market in the Information and Communication Technology industry and strengthen its competitiveness via this acquisition. With the benefit of shared R&D and product know-how expertise, Lite-On will be capable of providing a full range of products to global clients of both companies and materialize the cross-selling opportunities. In addition, with synergies of cross-marketing, the rise of high growth markets in cloud computing, automotive electronics and medical & biotech applications will further bring revenue growth and profit expansion.
The acquisition will not only optimize economies of scale in procurement and effect the strong relations with supply chain for both companies, but also integrate corporate resources in sales, R&D, procurement, finance and accounting management so as to further reinforce Lite-On overall operating performance, while continuing to improve cost efficiency and profitability. By means of this consolidation, it will further enhance Lite-On’s profits, return on equity, corporate governance as well as corporate value.
Lite-On plans to acquire between 81,542,619 shares (i.e. 8.89% of Lite-On IT outstanding shares) and 532,886,485 shares (i.e. 58.09% of Lite-On IT outstanding shares) during the tender offer period. Based on the acquisition price and the highest number of shares to be acquired, the total consideration amount of the tender offer will be up to NTD 17.45 billion.