February 20, 2012 — Samsung Electronics’ Board of Directors (BOD) approved the merger with Samsung LED, Ltd, which was previously decided at the BOD meeting on December 26, 2011. The BOD also decided to request Samsung Mobile Display to pay infrastructure construction costs.
Samsung LED, Co, Ltd. will be merged into Samsung Electronics by way of small-scale merger and be dissolved following the merger. This is expected to nurture the light emitting diode (LED) business as the future growth engine of Samsung Electronics’ component business by utilizing its advanced technology, manufacturing competency, and global sales network.
The merger ratio is 0.0134934 Samsung Electronics share in exchange for each Samsung LED share. This merger will take effect on April 1, 2012.
What does this merger move mean? Check out the implications in Will Samsung reorganize LCD and AMOLED display units?
Pursuant to Article 527-3 of the Commercial Act, the deal constitutes a small-scale merger with the shares to be provided accounting for less than 5% of the total shares issued. Hence, the BOD approval will substitute an General Meeting of Shareholders.
Samsung Electronics decided to request Samsung Mobile Display to pay KRW198.1 billion related to
constructing infrastructure (water supply and waste water disposal facilities) under the
causer pay principle. Samsung Electronics will be constructing the infrastructure, which is
required at Samsung Mobile Display’s production site, and give Samsung Mobile Display
the long-term right to use the infrastructure. Payment will be made in 5 installments over the next 12 months. Samsung Electronics also approved signing of a new real estate rental contract with Samsung Mobile Display.