TIDMACID TIDMACIA
RNS Number : 4517Y
Acer Incorporated
04 May 2023
No:1
Subject: Board of Directors approved 2023 Q1 consolidated
results
Date of events:2023/05/04
Contents:
1.Date of submission to the board of directors or approval by
the board of directors: 2023/05/04
2.Date of approval by the audit committee: 2023/05/04
3.Start and end dates of financial reports or annual
self-assessed financial information of the reporting period
(XXXX/XX/XXXXXX/XX/XX): 2023/01/012023/03/31
4.Operating revenue accumulated from 1/1 to end of the period
(thousand NTD): 52,457,032
5.Gross profit (loss) from operations accumulated from 1/1 to
end of the period (thousand NTD): 5,362,891
6.Net operating income (loss) accumulated from 1/1 to end of the
period (thousand NTD): 238,529
7.Profit (loss) before tax accumulated from 1/1 to end of the
period (thousand NTD): 942,363
8.Profit (loss) accumulated from 1/1 to end of the period
(thousand NTD): 660,905
9.Profit (loss) during the period attributable to owners of
parent accumulated from 1/1 to end of the period (thousand NTD):
515,166
10.Basic earnings (loss) per share accumulated from 1/1 to end
of the period (NTD): 0.17
11.Total assets end of the period (thousand NTD):
187,462,119
12.Total liabilities end of the period (thousand NTD):
119,561,308
13.Equity attributable to owners of parent end of the period
(thousand NTD): 63,162,823
14.Any other matters that need to be specified: None
No:2
Subject: Appointment of the Company's President
Date of events:2023/05/04
Contents:
1.Date of the board of directors resolution or date of
occurrence of the change: 2023/05/04
2.Position (Please enter chairperson or president/general
manager): President
3.Name of the previous position holder: Not applicable
4.Resume of the previous position holder: Not applicable
5.Name of the new position holder: Mr. Victor Chien
6.Resume of the new position holder: President of Acer Digital
Display Business
7.Circumstances of change (Please enter "resignation",
"dismissal", "term expired", "job relocation", "severance",
"retirement", "death" or "new appointment"): new appointment
8.Reason for the change: new appointment
9.Effective date of the new appointment: 2023/05/04
10.Any other matters that need to be specified (the information
disclosure also meets the requirements of Article 7, subparagraph 6
of the Securities and Exchange Act Enforcement Rules, which brings
forth a significant impact on shareholders rights or the price of
the securities on public companies.): None
No:3
Subject: The Company's Co-Chief Operating Officer Retirement
Date of events:2023/05/04
Contents:
1.Type of personnel changed (please enter: spokesperson, acting
spokesperson, important personnel (CEO, COO, CMO, CSO, etc.),
financial officer, accounting officer, corporate governance
officer, chief information security officer, research and
development officer, chief internal auditor, or designated and
non-designated representatives): Co-Chief Operating
Officer/President of Corporate Marketing, Business Planning and
Operations
2.Date of occurrence of the change: 2023/05/04
3.Name, title, and resume of the previous position holder:
Ms. Tiffany Huang, Co-Chief Operating Officer/President of
Corporate Marketing, Business Planning and Operations
4.Name, title, and resume of the new position holder: None
5.Type of the change (please enter: "resignation", "position
adjustment", "dismissal", "retirement", "death" or "new
replacement"): retirement
6.Reason for the change: retirement
7.Effective date: 2023/05/04
8.Any other matters that need to be specified:
Co-COO Tiffany Huang will retire, and her corporate duties will
be overseen by Victor Chien. Her role as President of China
Operations will be handed over to PAP Regional Operations President
Andrew Hou, while Acer's Taiwan Operations will directly report to
Chien. In order to ensure a smooth handover, Huang will take on a
corporate consultant role to help Acer's transformation and
transition.
No:4
Subject: On behalf of subsidiary AEG to announce the merge of
ASIN
Date of events:2023/05/04
Contents:
1.Type of merger and acquisition (e.g., merger, spin-off,
acquisition, or share transfer): Merger
2.Date of occurrence of the event: 2023/05/04
3.Names of companies participating in the merger and acquisition
(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): Acer
Sales International SA ("ASIN") will be merged into Acer Europe
SA("AEG").
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):
Company taking assignment of the merger: AEG
5.Whether the counterparty of the current transaction is a
related party: Yes
6.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:
Both AEG and ASIN are directly 100% owned by AEH, and AEH is
100% owned by Acer Inc. ("AI"). This merger is an Acer intra-group
reorganization under common control, there is no impact on AI and
AI' shareholders' equity.
7.Purpose and conditions of the merger and acquisition,
including the reason, consideration conditions and payment schedule
of the merger and acquisition: Operation optimization.
8.Anticipated benefits of the merger and acquisition: Improve
efficiency and resilience.
9.Effect of the merger and acquisition on net worth per share
and earnings per share:
This merger is an intra-group reorganization within AI
subsidiaries, so that the net worth and earnings per share of AI
will not be affected.
10.Type of merger consideration and source of funds: Not
applicable
11.Share exchange ratio and basis of its calculation:
(1) Share exchange ratio: not applicable.
(2) Basis of calculation: book value of ASIN.
12.Whether the CPA, lawyer or securities underwriter issued an
unreasonable opinion regarding the transaction: No
13.Name of the CPA, law or securities firm: Not applicable
14.Name of the CPA or lawyer: Not applicable
15.Practice certificate number of the CPA: Not applicable
No:5
Subject: On behalf of subsidiary ASZ announce the Spin-off of
Branded Products Marketing business
Date of events: 2023/05/04
Contents:
1.Type of merger and acquisition (e.g., merger, spin-off,
acquisition, or share transfer): spin-off
2.Date of occurrence of the event: 2023/05/04
3.Names of companies participating in the merger and acquisition
(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):
The company to be spin-off: Acer Computer (Switzerland) AG
("ASZ")
The newly established entity in the spin-off: a new branch of
Acer Europe SA ("AEG") will be established.
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):
Company taking assignment of the spin-off: AEG
5.Whether the counterparty of the current transaction is a
related party: Yes
6.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:
ASZ (the spin-off company), AEG (taking assignment of the
spin-off) are all 100% owned subsidiaries of Acer Inc. ("AI"). The
spin-off is an Acer intra-group reorganization under common
control, there is no impact on AI and AI' shareholders' equity.
7.Purpose and conditions of the merger and acquisition,
including the reason, consideration conditions and payment schedule
of the merger and acquisition:
Business and operation optimization.
8.Anticipated benefits of the merger and acquisition:
Improve Acer's competitiveness and resilience.
9.Effect of the merger and acquisition on net worth per share
and earnings per share:
The spin-off is an intra-group reorganization within AI
subsidiaries, so that the net worth and earnings per share of AI
will not be affected.
10.Type of merger consideration and source of funds: Not
applicable
11.Share exchange ratio and basis of its calculation:
(1)Share exchange ratio: not applicable.
(2)Basis of calculation: book value of ASZ' branded products
marketing business as of closing date (to be further decided).
12.Whether the CPA, lawyer or securities underwriter issued an
unreasonable opinion regarding the transaction: No
13.Name of the CPA, law or securities firm: Not applicable
14.Name of the CPA or lawyer: Not applicable
15.Practice certificate number of the CPA: Not applicable
16.Independent expert's report on the reasonableness of the
share exchange ratio and the cash or other assets paid to the
shareholders (1.The method, principles, or calculations adopted for
determination of the public tender offer price, and comparison with
the market-value method, cost method, and discounted cash flow
method commonly used internationally; 2.comparison of the financial
condition, profit status, and price-to-earnings ratio of the
subject company with those of TWSE or GTSM listed companies in the
same industry; 3.if a price appraisal report of an appraisal
organization is taken into account in the public tender offer
price, the opinion shall specify the content and conclusion of the
appraisal report; and 4.if assets or shares of the subject company,
or of the surviving company in the case of a merger, are listed as
collateral in the tender offeror's financing repayment plan, the
opinion shall disclose the collateralization terms, and assessment
of the impact on the financial and operational soundness, of the
subject company or of the surviving company of the merger.):
The evaluation for the spin-off from independent expert: This
spin-off is defined as group structure reorganization pursuant to
IFRS and the interpretation of Taiwan Accounting Research and
Development Foundation, therefore the consideration of transfer
based on cash deduction from book value of the spin-off company's
assets and liabilities is reasonable.
17.Scheduled timetable for consummation:
The record date of the spin-off will be further scheduled.
18.Matters related to assumption by the existing company or new
company of rights and obligations of the extinguished (or spun-off)
company:
AEG will establish a new branch to generally assume ASZ branded
products marketing business' assets, liabilities and all rights and
obligations effective on the spin-off date.
19.Basic information of companies participating in the merger:
Not applicable
20.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):
(1)The estimated value of the business to be assigned to AEG:
The details of this transaction will be disclosed upon
confirmation.
(2)The assets estimated to be assigned to AEG: The details of
this transaction will be disclosed upon confirmation.
(3)The liabilities estimated to be assigned to AEG: The details
of this transaction will be disclosed upon confirmation.
21.Conditions and restrictions on future transfers of shares
resulting from the merger and acquisition: Not applicable
22.Post-merger and acquisition plan:
(1) Willingness to continue operating the business of the
company, and the contents of plans to that effect
(2) Dissolution; delisting from an exchange (or OTC market);
material changes in organization, capital, business plan, financial
operations and production; accommodation or utilization of staff
and assets critical to the Company; or any other matter of material
significance that would affect the company's shareholder equity:
Not applicable
23.Other important stipulations: None
24.Other important matters concerning the merger and
acquisition: None
25.Whether the directors have any objection to the present
transaction: No
26.Information regarding directors with personal interest (name
of natural person director or name of legal person director and its
representative, material interest of the director or the legal
person represented by the director (including but not limited to
form of actual or expected investment in another company in the
merger, shareholding, transaction price, participation in the
subject company's business or otherwise, and other terms of
investment), reason for recusal or otherwise, details of recusal,
and reason for a resolution for or against the merger proposal):
None
27.Whether the transaction involved in change of business model:
No
28.Details on change of business model: None
29.Details on transactions with the counterparty for the past
year and the expected coming year: None
30.Source of funds: Not applicable
31.Any other matters that need to be specified: None
No:6
Subject: The Company's board passed a resolution to subscribe
the new shares issued by AOPEN INCORPORATED for its capital
increase in cash
Date of events: 2023/05/04
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 AOPEN INCORPORATED ("AOPEN")
2.Date of occurrence of the event: 2023/05/04
3.Amount, unit price, and total monetary amount of the
transaction:
No more than NTD 400M. The details of this subscription will be
further disclosed when it's confirmed.
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):
AOPEN is the Company's subsidiary.
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:
To participate the subsidiary's capital increase in cash.
Previous transfer information: N/A
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: N/A
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): N/A
8.Profit or loss from the disposal (not applicable in cases of
acquisition of securities) (those with deferral should provide a
table explaining recognition): N/A
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: Lump-sum payment within the period disclosed by
AOPEN.
Restrictive covenants in the contract, and other important terms
and conditions: N/A
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: Based on the
Company's board resolution.
(2)The reference basis for the decision on price: The
subscription price for the capital increase as determined by AOPEN.
(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: NT$11.95
12.Cumulative no.of shares held (including the current
transaction), their monetary amount, shareholding percentage, and
status of any restriction of rights (e.g., pledges), as of the
present moment: None
13.Current ratio of securities investment (including the current
trade, as listed in article 3 of Regulations Governing the
Acquisition and Disposal of Assets by Public Companies) to the
total assets and equity attributable to owners of the parent as
shown in the most recent financial statement and working capital as
shown in the most recent financial statement as of the present:
Current ratio to the total assets: 61.87%
Current ratio to the shareholder's equity: 134.53 %
Operating capital: NT$-9,688,731thousand
14.Broker and broker's fee: None
15.Concrete purpose or use of the acquisition or disposal:
Maintaining the shareholding ratio of the subsidiary to leverage
group synergies.
16.Any dissenting opinions of directors to the present
transaction: None
17.Whether the counterparty of the current transaction is a
related party: Yes
18.Date of the board of directors resolution: 2023/05/04
19.Date of ratification by supervisors or approval by the Audit
Committee: 2023/05/04
20.Whether the CPA issued an unreasonable opinion regarding the
current transaction: N/A
21.Name of the CPA firm: N/A
22.Name of the CPA: N/A
23.Practice certificate number of the CPA: N/A
24.Whether the transaction involved in change of business model:
No
25.Details on change of business model: N/A
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:
The Company will subscribe the new shares issued by AOPEN for
its cash capital increase based on shareholding ratio. Further, if
the employees and other shareholders waive the subscription rights
and AOPEN inquiries the specific person, the Company will subscribe
the insufficient the remaining part of issued shares.
No:7
Subject: ACER to attend the investor conference held by
Citigroup Global Markets Inc.
Date of events:2023/06/01
Contents:
1.Date of institutional investor
conference:2023/05/312023/06/01
2.Time of institutional investor conference:9:00 AM
3.Location of institutional investor conference: W Hotel
Taipei
4.Outline of institutional investor conference:
The Company will attend the Citi Regional Tech Conference hosted
by Citi Securities to explain the disclosed financial results and
operational performances.
The presentation material for investor conference is available
at MOPS.
5.Any other matters that need to be specified :None
No:8
Subject: ACER to attend the investor conference held by First
Securities
Date of events:2023/06/06
Contents:
1.Date of institutional investor conference:2023/06/06
2.Time of institutional investor conference:3:00 PM
3.Location of institutional investor conference: Online virtual
conference
4.Outline of institutional investor conference:
The Company will attend the online virtual conference hosted by
First Securities to explain the disclosed financial results and
operational performances.
The presentation material for investor conference is available
at MOPS.
5.Any other matters that need to be specified: None
No:9
Subject: ACER to attend the investor conference held by
MasterLink Securities Corporation
Date of events:2023/06/07
Contents:
1.Date of institutional investor conference:2023/06/07
2.Time of institutional investor conference:3:00 PM
3.Location of institutional investor conference: Taipei New
Horizon
4.Outline of institutional investor conference:
The Company will attend the investor conference hosted by
MasterLink Securities Corporation to explain the disclosed
financial results and operational performances.
The presentation material for investor conference is available
at MOPS.
5.Any other matters that need to be specified: None
No:10
Subject: ACER to attend the investor conference held by UBS
Securities
Date of events:2023/06/14
Contents:
1.Date of institutional investor
conference:2023/06/142023/06/16
2.Time of institutional investor conference:9:00 AM
3.Location of institutional investor conference: UBS Securities
Taipei
4.Outline of institutional investor conference:
The Company will attend the UBS Taiwan Corporate Day 2023 hosted
by UBS Securities to explain the disclosed financial results and
operational performances.
The presentation material for investor conference is available
at MOPS.
5.Any other matters that need to be specified: None
No:11
ACER INC. AND SUBSIDIARIES
Consolidated Financial Statements of 2023 Q1
The above documents have been uploaded to MOPS, the regulatory
system of Taiwan Stock Exchange, and can be viewed at or downloaded
from website of Acer Inc. at:
https://www.acer-group.com/ag/en/TW/content/quarterly-reports
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END
MSCFLFLIEVISIIV
(END) Dow Jones Newswires
May 04, 2023 06:14 ET (10:14 GMT)
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