Announced by Cathay Financial Holdings,on behalf of the subsidiary Cathay United Bank, the merger of Cathay United Bank and Lucky Bank, Inc.
2006-08-25
1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off
,acquisition, or receiving assignment of shares):Merger
2.Date of occurrence of the event:2006/08/25
3.Names of companies participating in the merger (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):Cathay United Bank (“CUB”) and
Lucky Bank,the wholly-owned subsidiaries of Cathay Financial Holding Co.,Ltd.
(“Cathay FHC”), have received the approvals from the respective boards on
behalf of the Shareholders’Meetings to enter into a merger on August 25,2006
After the proposed merger, CUB would be the surviving entity absorbing the
shares outstanding of Lucky Bank。
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):
Cathay United Bank ,Co., Ltd. & Lucky Bank,Inc
5.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 CUB and Lucky Bank are wholly-owned subsidiaries of Cathay Financial
Holding Co., Ltd. (“Cathay FHC”) . Therefore, the merger will not affect
the shareholders' equities.
6.Purpose/objective of the merger/acquisitionation:
To achieve the goal of economic scale
7.Anticipated benefits of the merger/acquisition:
The market share will increase by means of expanding business scope,the cost
will be reduced through the achievement of economic scale and the business
performance and profitability will be enhanced thereafter.
8.Effect of the merger or consolidation on net worth per share and
earnings per share:After merger, the surviving bank's net worth will be
increasing, however, the growing shares will not affect the net worth and
earning per share obviously.
9.Share exchange ratio and basis of its calculation:The ratio for exchange of
shares will be 1: 0.7212 (Lucky Bank ,Inc. : CUB) based on each bank's
net worth per share calculating by both accountants on June 30, 2006.
10.Scheduled timetable for consummation:Anticipated on 2007/01/01
(the date must be approved by Financial Supervisory Commission,
Executive Yuan ).
11.Matters related to assumption by the existing company or new
company of rights and obligations of the extinguished (or spun-off)
company::All assets, liabilities, and any other effective rights or
obligations on record date of merger.
12.Basic information of companies participating in the merger:
The both are banking industry.
13.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
volumesof 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 announcementof a spin-off):Non-applicable
14.Conditions and restrictions on future transfers of shares
resulting from the merger or acquisition:None
15.Other important stipulations:CUB will issue 226,889,520 shares at NT$10
per share at the merger day. All rights and obligations of the new shares
are same as the original ones.
16.Do the directors have any objection to the present transaction?:None
