REG - Acer Incorporated Acer Inc. - ACIA - To announce the Company's information

AcerAnnouncement

21/02/2025 09:30

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RNS Number : 0430Y  Acer Incorporated  21 February 2025

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.

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