On December 26, 2011, the Board of Directors of Samsung Electronics announced its decision to seek a merger with Samsung LED, Ltd.
The purpose is to nurture the LED business as Samsung Electronics’ future growth engine by utilizing its advanced technology, manufacturing competency, and global sales network, thereby raising shareholder value.
The merger deal is expected to be signed on January 20, 2012 and then go into effect from April 1, 2012 after receiving approval at Samsung Electronics’ and Samsung LED’s Board of Directors meetings.
Details of the Merger
1. Method of merger:
Samsung LED, Ltd. will be merged into Samsung Electronics by way of small-scale merger
2. Merger Ratio:
Samsung Electronics: Samsung LED = 1: 0.0134934
(0.0134934 Samsung Electronics share in exchange for each Samsung LED share)
3. Method of Payment:
Payment in the form of Samsung Electronics’ treasury shares (269,867 common treasury shares in total)
* As Samsung LED is an unlisted company, the merger ratio was calculated as stipulated in Article 176-5, Section 1 Paragraph 2 of the Financial Investment Services and Capital Markets Act and was reviewed by the accounting firm Samjong KPMG.
4. Upcoming schedule:
- Contract signing date: January 20, 2012
- Book closing period to determine shareholders entitled to exercise the right to dissent: February 2~ 7, 2012
- Samsung Electronics BOD Meeting to approve the merger: February 20, 2012
- Merger date: April 1, 2012
- Issue of new share certificates: April 6, 2012
* Since the shares to be provided account for less than 5% of the total outstanding shares, the BOD approval will substitute a Shareholder’s Meeting as stipulated in Article 527-3, of the Commercial Law.