Latest Search
Quote
| Back Zoom + Zoom - | ||||
|
TCL Electronics (01070.HK) Forms Joint Venture to Acquire Sony's Home Entertainment Business; Allowed to Use 'SONY' Trademark; Initial Consideration HKD3.781 Billion
Recommend 0 Positive 1 Negative 2 |
||||
|
||||
|
TCL Electronics (01070.HK) announced that its wholly-owned subsidiary, TTE Corporation, has entered into a transaction framework agreement with Sony. Under this agreement, TTE Corporation and Sony agreed to establish a joint venture company to undertake the home entertainment business. TTE Corporation also agreed to acquire, and Sony agreed to sell, 100% of SOEM shares. Once the conditions precedent set out in the transaction framework agreement are fulfilled, Sony shall cause the new company to issue shares to TTE Corporation at the time of closing. According to the terms and conditions of the transaction framework agreement and the share subscription agreement, TTE Corporation will subscribe for new company shares through a directed placement. The number of these shares will be equivalent to 51% of the enlarged share capital of the new company based on the shares held by Sony at that time. Consequently, TTE Corporation will hold 51% of the new company shares immediately following the closing (on a fully diluted basis). According to the transaction framework agreement, the enterprise value of the home entertainment business is JPY102.772 billion (approximately HKD5.154 billion). The total consideration for subscribing to 51% of the new company shares and purchasing 100% of SOEM shares should be JPY75.399 billion (approximately HKD3.781 billion) (the 'initial consideration'), subject to customary closing account adjustment mechanisms, as well as pre-closing and post-closing price adjustments for the cash, liabilities, and net working capital of the new company and SOEM. Sony and TTE Corporation will enter into a joint venture agreement, which will become effective on the closing date, to govern the establishment, operation, and governance of the new company. Under the joint venture agreement (among other things), TTE Corporation will grant Sony a put option and a default exit right, while Sony will grant TTE Corporation a default call option. Sony and the new company will enter into a patent/proprietary technology license agreement and a brand license agreement. Under these agreements, Sony will grant the new company a non-exclusive, sublicensable, and non-transferable license, allowing it to (i) launch licensed products globally based on certain intellectual property, and (ii) use the 'SONY' trademark on licensed products and related marketing materials globally. After the closing, the new company will become a subsidiary of the company, and Sony (as a 49% shareholder of the new company) will become a connected person at the subsidiary level of the company. (hc/da) Auto-translated by third-party software This translation was auto-generated by third-party software. AASTOCKS.com Limited does not guarantee its accuracy or completeness and accepts no liability for any damages or losses arising from the use of this translation. More Details
URL: www.aastocks.com |
||||
Copied to Clipboard
 |
||||
