Summary
Corning Incorporated (GLW) announced on January 15, 2014, the successful completion of its previously announced acquisition of Samsung Corning Precision Materials Co., Ltd. (SCP). This transaction grants Corning full ownership of SCP, consolidating its position in the display materials market. The acquisition was structured through a Framework Agreement and involved Corning acquiring the common shares of SCP held by Samsung Display Co., Ltd. (SDC) and minority shareholders. As part of the deal, SDC received 2,300 shares of Corning's newly designated Fixed Rate Cumulative Convertible Preferred Stock, Series A, valued at $1 million per share. This 8-K filing details the closing of this significant strategic transaction.
Key Highlights
- 1Corning Incorporated has acquired 100% ownership of Samsung Corning Precision Materials Co., Ltd. (SCP).
- 2The acquisition was completed through a Framework Agreement entered into on October 22, 2013.
- 3Samsung Display Co., Ltd. (SDC) received 2,300 shares of Corning's Fixed Rate Cumulative Convertible Preferred Stock, Series A, as part of the transaction.
- 4Each share of preferred stock issued to SDC has an issue price of $1 million, totaling a $2.3 billion transaction value for SDC's stake.
- 5Ancillary agreements, including confidentiality, services, and employee matters agreements, were executed alongside the acquisition.
- 6Corning filed a Certificate of Amendment to its Restated Certificate of Incorporation to designate the new series of preferred stock.
Frequently Asked Questions
This 8-K filing officially announced the completion of Corning's acquisition of Samsung Corning Precision Materials Co., Ltd. (SCP), confirming the full ownership of SCP by Corning Incorporated.
The acquisition involved Corning acquiring the common shares of SCP from Samsung Display Co., Ltd. (SDC) and SCP's minority shareholders. As consideration, Corning issued 2,300 shares of its newly created Fixed Rate Cumulative Convertible Preferred Stock, Series A, to SDC, with each share having an issue price of $1 million.
Full ownership of SCP allows Corning to fully consolidate its operations and strategic direction in the precision materials sector, particularly for display applications. This move is expected to enhance Corning's market position and operational synergies.
The filing states that detailed financial statements and pro forma combined consolidated financial information will be filed within 71 days after the report date. Investors should look for those subsequent filings for a comprehensive understanding of the financial implications.