Release Date: July 11, 115 (Taiwan Calendar) Statement Date: July 10, 115 Statement Time: 19:00:42 Company Code: 5203 Company Name: CyberLink Subject: Announcement on behalf of subsidiary Cyberlink International Technology Corp. regarding the retention of existing shareholding and signing of a Voting and Support Agreement to vote in favor of Jason Chang’s proposal for the delisting and privatization of Perfect Corp. at its shareholders’ meeting. Applicable Clause: Clause 10 Factual Date: July 10, 115 Explanation: 1. Factual Date: 7/10/115 2. Counterparty to Contract or Commitment: Jason Chang 3. Relationship with Company: Jason Chang is a director of the Company 4. Effective Date of Contract or Commitment (or Termination Date): 7/10/115 5. Main Content (Not applicable if terminated): (1) Jason Chang is a director of the Company and holds 17.07% of Perfect Corp. (Cayman) (hereinafter "Perfect Corp.")—an investee of the Company’s subsidiary—as well as Chairman. (2) The Company’s subsidiary holds 36.29% of Perfect Corp. (3) Perfect Corp. plans to acquire the remaining 46.64% of its shares, cancel the acquired shares, and terminate its listing to achieve privatization. (4) Jason Chang has sought the Company’s support. The Company’s 100% subsidiary, Cyberlink International Technology Corp. (BVI), will retain its existing shareholding and sign a Voting and Support Agreement to vote in favor of Jason Chang’s proposal at the Perfect Corp. shareholders’ meeting, supporting the delisting of Perfect Corp. Key terms of the agreement are as follows: 甲. Cyberlink International Technology Corp. (BVI) agrees to: A. Vote in favor of the merger proposal at the Perfect Corp. shareholders’ meeting B. Support the Merger Agreement C. Support the related Transactions D. Not accept any cash acquisition E. Not have its shares canceled in the merger F. Retain its shares post-merger G. Cooperate in convening an extraordinary shareholders’ meeting if necessary 乙. Cyberlink International Technology Corp. (BVI) opposes: A. Any other acquisition proposals B. Any other merger proposals 6. Restrictive Terms (Not applicable if terminated): As stipulated in the Voting and Support Agreement. 7. Commitments (Not applicable if terminated): As stipulated in the Voting and Support Agreement. 8. Other Material Agreements (Not applicable if terminated): As stipulated in the Voting and Support Agreement. 9. Impact on Company’s Financials and Operations: The Company’s 100% subsidiary, Cyberlink International Technology Corp. (BVI), will retain its existing shareholding and sign a Voting and Support Agreement to vote in favor of Jason Chang’s proposal at the Perfect Corp. shareholders’ meeting, supporting the delisting of Perfect Corp. This action will not have a material impact on the Company’s financials or operations. 10. Specific Purpose: To enhance Perfect Corp.’s operational competitiveness and long-term future development. 11. Other Matters to be Disclosed (If the subject of the event or resolution is a publicly listed company, this announcement also qualifies under Article 7, Paragraph 8 of the Enforcement Rules of the Securities and Exchange Act as a matter having a significant impact on shareholders’ rights or securities prices): 1) With the rise of AI, the global investment environment and market have undergone drastic changes. The U.S. public market no longer provides an ideal valuation or operating environment for agile, specialized tech companies like Perfect Corp. Listed companies face pressure to deliver quarterly earnings and bear the risk of short-term profit compression. The administrative burden of being a public company and rising compliance costs now outweigh the benefits of remaining listed. Advancing this privatization transaction will eliminate regulatory expenses associated with being a public company and the substantial professional fees related to U.S. reporting requirements, making it more favorable for Perfect Corp. to conduct deep strategic adjustments and optimizations in the future. 2) After privatization, Perfect Corp. will optimize corporate efficiency and adopt more flexible marketing and management strategies. The Company will benefit from the long-term value creation of Perfect Corp. Upon completion of privatization, the Company will gain substantial control over Perfect Corp., enabling deeper technical collaboration between the software systems of both companies to optimize resource development and utilization. Going forward, CyberLink will continue to expand its digital video, AI, and visual technology service markets, while Perfect Corp. will focus on AI and AR SaaS technology services for the beauty and fashion industries. Both parties will leverage their respective core strengths to expand into global markets, jointly creating higher corporate value and long-term shareholder benefits.
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- Source: PR Times
- Category: Partnership
- Organizations: Perfect Corp.