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Announcement that TPK has signed a Memorandum of Understanding with Suwa Investment Holdings LLC

2019-04-12
 

1.Date of occurrence of the event:2019/04/12
2.Counterparty to the contract or commitment:Suwa Investment Holdings LLC
3.Relationship to the Company:NA
4.Starting and ending dates (or rescission date) of the
contract or commitment:2019/04/12
5.Major content (not applicable where rescinded):
TPK Holding Co., Ltd.
has signed a Memorandum of Understanding (“MOU”)
with Suwa Investment Holdings LLC (“Suwa”)
to invest in Japan Display Inc(“JDI”). In addition,
TPK and JDI also sign a LCD Business Alliance Basic Agreement
for future business cooperation.
According to the MOU, Suwa plans to invest JPY 60 billion in JDI,
of which JPY 42 billion is for subscribing new shares offering
through private placement at a price of JPY 50 per share,
representing 49.82% ownership in JDI;
and the other JPY 18 billion is for JDI’s convertible bond issuance.
In addition, Suwa may invest another JPY 20 billion in form of
convertible bond to support JDI’s funding requirement in the future.
TPK’s investment amount will not exceed US$230 million,
representing 41.8% ownership of SUWA.
Harvest Technology Investment Management Co., Ltd.,
a professional private equity manager and a part of
Harvest Group (“Harvest”),and Cosgrove Global Limited /
Topnotch Corporate Limited, investment companies managed by
a family office of the Tsai family,the founding family
of Fubon Financial Holding Co., Ltd., (“CGL Group”)
also plan to participate. The investment ratio of
Harvest and CGL Group are 34.5% and 23.6% respectively.
The investment is still under negotiation and due diligence,
subject to fulfillment of conditions precedent and TPK’s Board approval.
TPK will follow related regulations to
publish follow-up announcements accordingly.
6.Restrictive covenants (not applicable where rescinded):NA
7.Effect on company finances and business (not applicable where rescinded):
No major influences.
8.Concrete purpose/objective (not applicable where rescinded):
The investment objectives are
1.Enhancing vertical integration of touch and display industries,
2.Creating synergy and accelerating new technology implementation, and
3.Proliferating touch penetration in automotive market and
increasing collective market share.
9.Any other matters that need to be specified:
Please be noted that there is a risk that the investment agreement
is not necessarily to be signed.

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