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TCL電子(01070.HK)參建合營承接索尼家庭娛樂業務 可使用「SONY」商標 初始交割對價37.81億港元
TCL電子(01070.HK)宣布,全資附屬TTE Corporation與索尼(Sony)訂立交易框架協議,據此,TTE Corporation與索尼同意成立一家合資公司以承接家庭娛樂業務;及TTE Corporation同意收購而索尼同意出售100%的SOEM股份。待交易框架協議所載先決條件均已達成後,於交割時,索尼應促使新公司向TTE Corporat...
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TCL電子(01070.HK)參建合營承接索尼家庭娛樂業務 可使用「SONY」商標 初始交割對價37.81億港元
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TCL電子(01070.HK)  +0.380 (+3.069%)    Short selling $160.81M; Ratio 41.212%   宣布,全資附屬TTE Corporation與索尼(Sony)訂立交易框架協議,據此,TTE Corporation與索尼同意成立一家合資公司以承接家庭娛樂業務;及TTE Corporation同意收購而索尼同意出售100%的SOEM股份。

待交易框架協議所載先決條件均已達成後,於交割時,索尼應促使新公司向TTE Corporation發行股份,而TTE Corporation應根據交易框架協議及股份認購協議所載的條款及條件,以新公司定向配售方式認購新公司股份,該等股份數目相當於根據屆時索尼所持有的新公司股份數目計算的新公司擴大後股本的51%。因此,TTE Corporation將於緊隨交割後持有51%的新公司股份(按全面攤薄基準計算)。

根據交易框架協議,家庭娛樂業務的企業價值為1,027.72億日圓(相當於約51.54億港元)。認購51%的新公司股份及購買100%的SOEM股份的總對價應為753.99億日圓(相當於約37.81億港元)(「初始交割對價」),受限於慣常交割賬目調整機制,以及交割時新公司及SOEM的現金、負債及淨營運資金的交割前價格調整及交割後價格調整。

索尼與TTE Corporation將訂立合資協議,該協議將於交割日期生效,以規管新公司的設立、營運及管治。根據合資協議(其中包括),TTE Corporation將向索尼授出索尼認沽期權及違約退出權,而索尼將向TTE Corporation授出違約認購期權。

索尼與新公司將訂立專利/專有技術授權協議及品牌授權協議,據此,索尼應分別授予新公司一項非獨家、可再授權及不可轉讓的授權,使其可根據該等協議的條款(i)基於若干知識產權,在全球範圍內發佈授權產品,並(ii)在全球範圍內於授權產品及相關營銷物料上使用「SONY」商標。

於交割後,新公司將成為公司的附屬公司,而索尼(作為新公司49%的股東)將成為公司的附屬公司層面的關連人士。(hc/da)(HK stocks quote is delayed for at least 15 mins.Short Selling Data as at 2026-03-31 16:25.)

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