Subject: The Company's board made a resolution to
acquire Enrich Investment Inc. and Embedded City Limited common
shares.
Date of events: 2025/02/21
Contents:
1.Name and nature of the underlying assets (if
preferred shares, the terms and conditions of issuance shall also
be indicated, e.g., dividend yield, etc.):
Common shares of Enrich Investment Inc. ("Enrich")
and Embedded City Limited("ECL")
2.Date of occurrence of the event:2025/02/21
3.Amount, unit price, and total monetary amount of
the transaction:
No more than NTD 3.448 billion to acquire 25.648% of
Enrich and 100% of ECL common shares
4.Trading counterparty and its relationship with the
Company (if the trading counterparty is a natural person and
furthermore is not a related party of the Company, the name of the
trading counterparty is not required to be disclosed):
Shareholders of Enrich and ECL, including Esquarre
Capital、Argus Holdings Limited、Mega Harvest International Limited and other natural
person, who are not the Company's related parties.
5.Where the trading counterparty is a related party,
announcement shall also be made of the reason for choosing the
related party as trading counterparty and the identity of the
previous owner, its relationship with the Company and the trading
counterparty, and the previous date and monetary amount of
transfer:
Not Applicable.
6.Where an owner of the underlying assets within the
past five years has been a related party of the Company, the
announcement shall also include the date and price of acquisition
and disposal by the related party, and its relationship with the
Company at the time of the transaction:
Not Applicable.
7.Matters related to the current disposal of
creditors' rights (including types of collaterals of the disposed
creditor's rights; if creditor's rights over a related party,
announcement shall be made of the name of the related party and the
book amount of the creditor's rights, currently being disposed of,
over such related party):
Not Applicable.
8.Profit or loss from the disposal (not applicable in
cases of acquisition of securities) (those with deferral should
provide a table explaining recognition):
Not Applicable.
9.Terms of delivery or payment (including payment
period and monetary amount), restrictive covenants in the contract,
and other important terms and conditions:
Payment Term: The payment of the share purchase and
sale shall be paid in full upon the closing date of the share
purchase and sale in accordance with the Agreement.
Restrictive covenants in the contract, and other
important terms and conditions: Confidentiality
10.The manner of deciding on this transaction (such
as invitation to tender, price comparison, or price negotiation),
the reference basis for the decision on price, and the
decision-making unit:
(1) The manner of deciding on this transaction: the
Company's board resolution.
(2) The reference basis for the decision on price:
the Independent Experts' Opinions on the Reasonableness of the
Price provided by the Company's engaged CPA.
(3) The decision-making unit: The Company's Board of
Directors.
11.Net worth per share of the Company's underlying
securities acquired or disposed of: NTD 299.63
12.Cumulative no. of shares held (including the
current transaction), their monetary amount, shareholding
percentage, and status of any restriction of rights (e.g.,
pledges), as of the present moment:
Amount: no more than NTD4.625 billion
shareholding percentage: 100% common shares of Enrich
and ECL Status of any restriction of rights: After the transaction,
the Company will indirectly assume the total assets and total
liabilities of Embedded City Taiwan Limited ("ECT"), the subsidiary
of Enrich Investment and ECL.
13.Current ratio of securities investment (including
the current trade, as listed in article 3 of Regulations Governing
the Acquisition and Disposal of Assets by Public Companies) to the
total assets and equity attributable to owners of the parent as
shown in the most recent financial statement and working capital as
shown in the most recent financial statement as of the present:
Current ratio to the individual total assets:
63.30%
Current ratio to the consolidated shareholder's
equity: 127.51%
Operating individual capital: NTD-9,864,695
thousands
Operating consolidated capital: NTD43,785,975
thousands
14.Broker and broker's fee: None
15.Concrete purpose or use of the acquisition or
disposal:
Through this transaction Acer will indirectly acquire
100% of ECT's total shares and the entirety of Posiflex Technology
preferred shares which ECT holds. This further expands Acer's AIoT
industry presence and accelerates its B2B business momentum, while
increasing potential collaboration with Posiflex Technology and its
subsidiaries for embedded systems and O2O commerce solutions
worldwide.
16.Any dissenting opinions of directors to the
present transaction: None
17.Whether the counterparty of the current
transaction is a related party: No
18.Date of the board of directors resolution: N/A
19.Date of ratification by supervisors or approval by
the Audit Committee: N/A
20.Whether the CPA issued an unreasonable opinion
regarding the current transaction: No
21.Name of the CPA firm: Evertrust CPA Firm
22.Name of the CPA: Paul Lin
23.Practice certificate number of the CPA: Taipei
Province CPA No. 3875.
24.Whether the transaction involved in change of
business model: No
25.Details on change of business model: None
26.Details on transactions with the counterparty for
the past year and the expected coming year: N/A
27.Source of funds: N/A
28.Any other matters that need to be specified:
Acer's press release on this topic is as follows:
Acer to Acquire All of Posiflex
Technology, Inc.'s Preferred Shares
Expanding AIoT Presence Through Investing in Enrich
Investment Inc. and Embedded City Limited
TAIPEI (February 21, 2025), Acer Inc. (TWSE: 2353)
announced plans to acquire 25.6% of Enrich Investment Inc. and 100%
of Embedded City Limited (ECL) common shares at a total amount not
exceeding NTD3.45 billion. This follows Acer's acquisition of 10.8%
of Posiflex Technology, Inc.'s preferred shares through indirect
investments early last year. After the transaction, Acer will
indirectly assume the total assets and total liabilities of
Embedded City Taiwan Limited (ECT), the subsidiary of Enrich
Investment and ECL.
Through this transaction Acer will indirectly acquire
100% of ECT's total shares and the entirety of Posiflex Technology
preferred shares (approximately 29.0% of total common shares and
preferred shares issued) which ECT holds. This further expands
Acer's AIoT industry presence and accelerates its B2B business
momentum, while increasing potential collaboration with Posiflex
Technology and its subsidiaries for embedded systems and O2O
commerce solutions worldwide.
Acer recognizes Posiflex Group's Scenario-Defined
Appliance (SDA) business model, which is unique where aside from
the brand channel, anchored partners and direct customers under SDA
are operators' core software departments or independent AIoT
software vendors (AIoT ISVs). Under the SDA model, Posiflex
Technology and its subsidiaries deliver fully integrated
solutions covering supply chain, production,
logistics, deployment and post-installation monitoring and
maintenance services. In the future Acer's global presence and the
service network of its subsidiaries Enfinitec and Highpoint Service
Network can help the international expansion of Posiflex Group's
SDA business model. Acer will leverage its scale and experience and
continue to work with Esquarre Capital, which led Posiflex's
transformation, and the founding families, to support Posiflex's
sustainable development with group resources.
