Release Date: 1150813 Statement Date: 1150812 Statement Time: 170416 Company Code: 2887 Company Name: Taishin Financial Holding Subject: Announcement on behalf of subsidiary Taishin Bank regarding the merger effective date with Shin Kong Bank Applicable Clause: Item 51 Event Date: 1150812 Details: 1. Event Date: 115/08/12 2. Company Name: Taishin International Commercial Bank Co., Ltd. 3. Relationship with Company (Please enter 'Our Company' or 'Subsidiary'): Subsidiary 4. Cross-shareholding Ratio: Not applicable 5. Reason: (1) On 115/6/4, Taishin Bank announced, pursuant to Article 4 of the 'Taiwan Stock Exchange Corporation Procedures for Verification and Public Disclosure of Material Information by Listed Companies,' the board resolution (acting as shareholders' meeting) to merge with Shin Kong Bank. (2) Additional details of this announcement: Taishin Bank intends to merge with Shin Kong Bank through issuing new shares. Both parties have already passed the merger proposal and merger agreement via board resolution (acting as shareholders' meeting) on June 4, 115, and have received formal approval from the Financial Supervisory Commission on August 10, 115, under reference number JGBC-FIN-11502214831. The merger consideration will be issued by Taishin Bank to Shin Kong Bank shareholders at an exchange ratio of 0.9505 shares of Taishin Bank common stock for every 1 share of Shin Kong Bank common stock. Additionally, if Shin Kong Bank generates net profit after tax during the fiscal year preceding the merger effective date and/or the current fiscal year up to the day before the effective date, Taishin Bank shall pay 70% of such net profit to Shin Kong Bank shareholders as contingent cash consideration within six months after the effective date. The merger effective date has been jointly established by both chairmen as January 1, 116. Should any subsequent change to the effective date become necessary, both boards have authorized their respective chairmen or designated representatives to coordinate such changes and issue follow-up announcements accordingly.
FACT BOX
- Source: PR Times
- Category: Partnership