Release Date: July 9, 115 Statement Date: July 8, 115 Statement Time: 19:34:35 Company Code: 2330 Company Name: Taiwan Semiconductor Manufacturing Company Limited (TSMC) Subject: Disposal of Securities by Subsidiary Emerging Fund, L.P. Compliance Clause: Item 20 Factual Date: July 8, 115
Details: 1. Name and Nature of the Asset (For preferred shares, specify issuance terms such as dividend rate): Preferred shares of Empower Semiconductor ("Empower"); perpetual, with conversion rights.
2. Factual Date: July 8, 115 ~ July 8, 115
3. Board Approval Date: Not applicable
4. Other Approval Dates: Approval Level: Not applicable July 8, 115
5. Transaction Quantity, Unit Price, and Total Amount: (1) Quantity: 867,573 shares; (2) Unit Price: US$25.06 per share; (3) Total Transaction Amount: US$22 million.
6. Counterparty and Relationship with the Company (If the counterparty is an individual and not a related party, name disclosure may be omitted): Analog Devices Inc. ("ADI"); Relationship with the company: None.
7. If the counterparty is a related party, state the reason for selection, previous transferor, relationships among previous transferor, company, and counterparty, transfer date, and amount: Not applicable
8. If the owner of the disposed securities was a related party of the company within the past five years, disclose the acquisition and disposal date, price, and relationship at the time: Not applicable
9. Matters related to disposal of receivables (including types of collateral, and if receivables from related parties, disclose names and book amounts): Not applicable
10. Gain (or loss) from disposal (not applicable for acquisition of securities) (if previously deferred, explain recognition): Impact on retained earnings: US$17 million. (No impact on profit or loss)
11. Delivery or payment terms (including payment schedule and amount), contractual restrictions, and other important agreements: Conducted in accordance with the merger agreement between ADI and Empower.
12. Decision-making method for the transaction, basis for price determination, and decision-making unit: Transaction decision method: Decided by the General Partner of Emerging Fund under the preferred stock investment agreement. Basis for price determination and decision-making unit: Determined based on internal resolutions of Empower.
13. Net asset value per share of the securities-issuing company: Not applicable
14. Cumulative holdings of the securities involved in this transaction (including this transaction) to date, including quantity, amount, ownership percentage, and any restrictions on rights (e.g., pledge status): None.
15. Cumulative securities investments under Item 3 of the 'Asset Acquisition and Disposal Rules for Publicly Issued Companies' (including this transaction) as a percentage of total assets and equity attributable to owners of the parent in the latest financial statements, and the amount of working capital in the latest financial statements: 0.11%; 0.13%; NT$325,002 million.
16. Broker and brokerage fees: Not applicable
17. Specific purpose or use of the acquisition or disposal: Due to ADI's acquisition of Empower.
18. Dissenting directors' opinions on this transaction: Not applicable
19. Whether this transaction is a related-party transaction: No
20. Date of auditor's confirmation or audit committee approval: Not applicable
21. Whether the accountant issued a non-reasonableness opinion on this transaction: No
22. Name of accounting firm: Li Hsun United Certified Public Accountants
23. Name of accountant: Yi-Wei Gan
24. Accountant's license number: Financial Supervisory Commission Certificate No. 5223
25. Whether it involves a change in business model: No
26. Explanation of business model change: Not applicable
27. Transaction history with the counterparty in the past year and expected in the next year: Not applicable
28. Source of funds: Not applicable
29. Previous date of material information disclosure on the same event: Not applicable
30. Other statements: None.
FACT BOX
- Source: PR Times
- Category: News
- Organizations: Empower Semiconductor / Analog Devices