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• Published on 17 April 2016
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Taiwan's CTBC Financial to buy RBS's Malaysian unit

The following is an announcement by CTBC Holding on behalf of CTBC Bank and Taiwan Life for the purchase of 100% stake in RBS Berhad:

1. Kind of merger/acquisition (e.g.merger, consolidation, spin-off ,acquisition, or receiving assignment of shares):acquisition
   
   
2. Date of occurrence of the event:2016/04/15
   
   
3. Names of companies participating in the merger (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):
   
   CTBC Bank Co., Ltd.(CTBC Bank) and Taiwan Life Insurance Co., Ltd. (Taiwan Life) will acquire collectively of 100% stake in The Royal Bank of Scotland Berhad(RBS Berhad) for USD 189.7 million(estimated by MYR 739.9 million, NTD 6103.8 million) of cash which may be subject to adjustment.
   
   CTBC Bank is planning to own 51% stake and Taiwan Life is planning to own 49% stake.
   
   
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): RBS AA Holdings (UK) Ltd is the 100% shareholder of RBS Berhad
   
   
5. 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
   
   
6. Purpose/objective of the merger/acquisitionation:
   
   Through the transaction, CTBC will become more competitive, further expanding in southeast Asia regionin by acquiring a licensed bank in Malaysia.
   
   
7. Anticipated benefits of the merger/acquisition:
   
   This acquisition allows CTBC to acquire more bases of operations and clients in southeast Asia region.
   
   
8. Effect of the merger or consolidation on net worth per share and earnings per share:
   
   We expect the transaction to be net profit accretive to CTBC group.
   
   
9. Share exchange ratio and basis of its calculation:N/A
   
   
10. Scheduled timetable for consummation:
    
    The transaction is subject to approvals from regulators in Malaysia and Taiwan, and the execution of the definitive share purchase agreement, and is expected to close pursuant to the terms of such definitive agreement upon the receipt of all regulatory approvals.
    
    
11. Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company::N/A
12. Basic information of companies participating in the merger:
    
    CTBC Bank is in banking industry and Taiwan Life is in life insurance industry. RBS Berhad is in banking industry. 
    
    
13. 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 announcementof a spin-off):N/A
    
    
14. Conditions and restrictions on future transfers of shares resulting from the merger or acquisition:No
    
    
15. Other important stipulations:
    
    Board of directors of CTBC Bank and Taiwan Life approved to enter into Implementation Agreement and the transaction will be consummated based on the Share Purchase Agreement which is subject to approvals from Taiwanese and Malaysian regulators.
    
    
16. Do the directors have any objection to the present transaction?:No

Re-disseminated by The Asian Banker