Announcement on behalf of subsidiary, Amplifi Technologies Inc., of the resolution of the board of directors to merge Phase Holdings, Inc.
2024-07-18
1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or
share transfer):Merger
2.Date of occurrence of the event:2024/07/18
3.Names of companies participating in the merger and acquisition (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):
Surviving company: Amplifi Technologies America Inc. (tentative) ("AMP US"),
a newly established entity as a wholly owned subsidiary of
Amplifi Technologies Inc. ("AMP").
Extinguished company: Phase Holdings, Inc. ("Phase")
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):
Reed B. Nunnally
5.Whether the counterparty of the current transaction is a related party:
No
6.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:N/A
7.Purpose and conditions of the merger and acquisition,
including the reason, consideration conditions and
payment schedule of the merger and acquisition:
1. To enter the medical device market through this merger.
2. Cash consideration amounted to USD 1,600 thousand plus 5,437,714 shares
of AMP common stock worth USD 1,830 thousand.
3. Schedule will be further decided by the chairman after the resolution
of the board of directors
8.Anticipated benefits of the merger and acquisition:
Phase manufactures clear aligners through 3D printed mold. Through this
merger, AMP expects to enter the medical device market and further build
a manufacturing site in the U.S., starting from Phase's existing location.
9.Effect of the merger and acquisition on net worth per share and earnings
per share:
After the merger, AMP expects to help Phase improve its
production efficiency. Phase also expects to bring new business to AMP.
The synergies between AMP and Phase will bring positive effect on net
worth per share and earnings per share.
10.Type of merger consideration and source of funds:
1. Cash consideration: USD 1,600 thousand
2. Share swap: 5,437,714 shares of AMP common stock worth USD
1,830 thousand.
11.Share exchange ratio and basis of its calculation:
1. AMP 101,920 shares in exchange of Phase 1 share
2. The calculation takes into consideration factors including historical
operating results, forecasted operating performance and comparable
companies in the capital market. The price was negotiated and decided
within the range of valuation considered reasonable by the fairness
opinion issued by independent third party expert.
12.Whether the CPA, lawyer or securities underwriter issued an unreasonable
opinion regarding the transaction:No
13.Name of the CPA, law or securities firm:Shun Hsin CPA Firm
14.Name of the CPA or lawyer:Chuang, Hsun Chih
15.Practice certificate number of the CPA:4214
16.Independent expert's report on the reasonableness of the share exchange
ratio and the cash or other assets paid to the shareholders (1.The method,
principles, or calculations adopted for determination of the public tender
offer price, and comparison with the market-value method, cost method, and
discounted cash flow method commonly used internationally; 2.comparison of
the financial condition, profit status, and price-to-earnings ratio of the
subject company with those of TWSE or GTSM listed companies in the same
industry; 3.if a price appraisal report of an appraisal organization is
taken into account in the public tender offer price, the opinion shall
specify the content and conclusion of the appraisal report; and 4.if assets
or shares of the subject company, or of the surviving company in the case of
a merger, are listed as collateral in the tender offeror's financing
repayment plan, the opinion shall disclose the collateralization terms, and
assessment of the impact on the financial and operational soundness, of the
subject company or of the surviving company of the merger.):
The share exchange ratio is 101,920:1, and the cash consideration is USD
34,300 per share for Phase common stock. The share exchange ratio
and cash consideration price was evaluated by independent third party
expert through reviewing quantifiable financial results and objective
market information. The expert applied both income approach and market
approach as well as take into consideration control premium and
liquidity discount. After careful evaluation and analysis, the expert
came to the conclusion that the exchange ratio and cash consideration
price fell into the reasonable range.
17.Scheduled timetable for consummation:
Schedule will be further decided
by the chairman after the resolution of the board of directors
18.Matters related to assumption by the existing company or new company of
rights and obligations of the extinguished (or spun-off) company:
AMP US wil be the surviving company and assume the rights and
obligations of Phase, the extinguished company.
19.Basic information of companies participating in the merger:
AMP US and Phase are both holding companies. AMP Group manufactures resin
products through 3D printing technology, including shoe mid-sole,
cycling seat cushion and protecting gears
Phase Group is located in the United States and manufactures high-quality
clear aligners using 3D printing technology.
20.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 volumes of 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 announcement of a spin-off):N/A
21.Conditions and restrictions on future transfers of shares resulting from
the merger and acquisition:No
22.Post-merger and acquisition plan:
(1) Willingness to continue operating the business of the company,
and the contents of plans to that effect
(2) Dissolution; delisting from an exchange (or OTC market);
material changes in organization, capital, business plan,
financial operations and production; accommodation or
utilization of staff and assets critical to the Company;
or any other matter of material significance that would
affect the company's shareholder equity:
Existing company will assume all rights and obligations of the
extinguished company. No other material matter that would affect the
company's shareholder equity.
23.Other important stipulations:
Besides the aforementioned cash and stock consideration,
AMP and the counterparty also agreed that if Phase
achieves the operating target agreed upon by the parties, AMP will provide
the counterparty with contingent consideration worth USD 1,550 thousand.
24.Other important matters concerning the merger and acquisition:No
25.Whether the directors have any objection to the
present transaction:No
26.Information regarding directors with personal interest (name of natural
person director or name of legal person director and its representative,
material interest of the director or the legal person represented by the
director (including but not limited to form of actual or expected investment
in another company in the merger, shareholding, transaction price,
participation in the subject company's business or otherwise, and other
terms of investment), reason for recusal or otherwise, details of recusal,
and reason for a resolution for or against the merger proposal):No
27.Whether the transaction involved in change of business model:No
28.Details on change of business model:N/A
29.Details on transactions with the counterparty for the past year and the
expected coming year:N/A
30.Source of funds:N/A
31.Any other matters that need to be specified:No