AST Research Becomes Private Company As Subsidiary Of Samsung Electronics.IRVINE, Calif.--(BUSINESS WIRE)--Aug. 11, 1997--AST Research Inc. Monday announced that it has become a wholly-owned subsidiary of Samsung Electronics Samsung Electronics (SEC, Hangul:삼성전자; KSE: 005930, KSE: 005935, LSE: SMSN, LSE: SMSD) is a South Korean multinational corporation and the world's largest and leading electronics and information technology company. Co. Ltd. as a result of the completion today of the merger of a wholly-owned subsidiary of Samsung with and into AST (AST Computer, Irvine, CA) A PC manufacturer founded in 1980 by Albert Wong, Safi Quershey and Tom Yuen (A, S and T). It offered a complete line of PCs that sold through its dealer channel. . The merger was effected pursuant to the short-form merger provisions of the Delaware General Corporation Law and follows the successful completion on Friday, Aug. 8, 1997 of Samsung's tender offer for all of the shares of AST not owned by Samsung for $5.40. Samsung announced that 28,537,986 shares were tendered, representing approximately 90 percent of the outstanding shares not owned by Samsung. In the merger, each share of AST's common stock not tendered (other than shares as to which appraisal rights Appraisal rights A right of shareholders in a merger to demand the payment of a fair price for their shares, as determined independently. are exercised) was converted into the right to receive $5.40 in cash. Shortly, materials will be mailed to AST stockholders whose shares were not tendered, if their names and addresses were in AST's stock records, along with a letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. which will provide instructions to receive the $5.40 per share. The company also announced it is no longer a publicly-owned company and its common stock and Liquid Yield Option Notes Liquid yield option note (LYON) Zero-coupon, callable, putable, convertible bond developed by Merrill Lynch & Co. (LYON) are no longer registered. AST has filed a request with NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on to be discontinued from the exchange's listing of publicly traded companies publicly traded company A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market. (formerly listed as ASTA). With the completion of the merger, AST will begin the process of offering to purchase all of the LYONs. AST plans to soon begin mailing notification to LYON holders of record specifying how they may redeem their notes for cash. The company expects LYONs to be redeemable on or about Oct. 1, 1997. Samsung Electronics Co. Ltd., a $19 billion company of the $87 billion Samsung Group The Samsung Group is South Korea's largest conglomerate (chaebol), composed of numerous businesses, including Samsung Electronics, the world's largest electronics company[1] , is a world leader in electronics, with operations in more than 60 countries. The company challenges itself to make consumer electronics, semiconductors, communications and industrial electronics that are effective, useful, simple and powerful. Samsung Electronics employs over 80,000 people worldwide. AST Computer develops and markets a broad spectrum of desktop, mobile and server PC products that are sold in more than 100 countries worldwide. AST systems meet a wide range of business needs, from traditional corporate business applications to customized small business programs. The company is a wholly-owned subsidiary of Samsung Electronics, based in Seoul, South Korea. Worldwide corporate headquarters is located at 16215 Alton Parkway, P.O. Box 57005, Irvine, Calif. 92619-7005. Telephone: 714/727-4141. Fax: 714/727-9335. Information about AST and its products can be found on the World Wide Web at http://www.ast.com . CONTACT: Emory Epperson, 714/727-7958 emory.epperson@ast.com or Camerone Welch-Thorson, 714/727-8858 camerone.welch-thorson@ast.com |
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