NEW YORK, July 10 — Perfect Corp. (NYSE: PERF) (“Perfect” or the “Company”), a leading artificial intelligence (“AI”) company offering AI and augmented reality (“AR”)-powered solutions to beauty, fashion, photo and video creative industries, announced today that it has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 10, 2026, with ProjectNY, an exempted company with limited liability incorporated under the laws of the Cayman Islands controlled by Ms. Alice H. Chang (“Merger Sub”), pursuant to which, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as the surviving company (the “Surviving Company”) and becoming a privately held company.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each ordinary share of the Company issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, the Continuing Shares and the Dissenting Shares, each as defined in the Merger Agreement, will be cancelled and cease to exist in exchange for the right to receive US$2.00 in cash per share without interest (the “Per Share Merger Consideration”).
The Per Share Merger Consideration represents a premium of approximately 48.1% to the closing price of the Company’s Class A ordinary shares on March 17, 2026, the last trading day prior to the Company’s announcement on March 18, 2026 of its receipt of the preliminary non-binding going-private proposal, and a premium of approximately 39.6% to the volume-weighted average closing price of the Company’s Class A ordinary shares during the 30 trading days prior to that announcement.
Concurrently with the execution of the Merger Agreement, Merger Sub entered into separate voting and support agreements with Ms. Alice H. Chang and her controlled entities GOLDEN EDGE CO., LTD., DVDonet.com. Inc. and World Speed Company Limited (the “Chairwoman Parties”) as well as CyberLink International Technology Corp. (“CyberLink”). Pursuant to such agreements, Chairwoman Parties and CyberLink will vote all ordinary shares they hold directly or indirectly in favor of the authorization and approval of the Merger Agreement, the plan of merger and the transactions contemplated thereby, including the Merger. Such ordinary shares represent approximately 53.4% of the total issued and outstanding share capital of the Company and approximately 81.2% of the total voting power of the Company as of the date of the Merger Agreement.
The Merger is expected to be funded through available cash of the Company and its subsidiaries. The Continuing Shareholders will not receive cash consideration for their Continuing Shares, which will not be cancelled in the Merger and will remain outstanding and continue to exist as ordinary shares of the Surviving Company at the Effective Time.
The Company’s board of directors (the “Board”), acting upon the unanimous recommendation of the special committee of independent and disinterested directors established by the Board (the “Special Committee”), approved the Merger Agreement, the plan of merger, and the transactions contemplated thereby, including the Merger, and resolved to recommend that the Company’s shareholders vote to approve them. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its own financial and legal advisors.
The Merger, which is currently expected to close during the last quarter of 2026, is subject to customary closing conditions, including the approval of the Merger Agreement, the plan of merger and the transactions contemplated thereby, including the Merger, by the affirmative vote of at least two-thirds of the votes cast by holders of the Company’s ordinary shares present and voting in person or by proxy as a single class at an extraordinary general meeting of the Company’s shareholders.
If completed, the Merger will result in the Company becoming a privately held company, its Class A ordinary shares will no longer be listed on the New York Stock Exchange, and the Company’s Class A ordinary shares and warrants will be deregistered under the U.S. Securities Exchange Act of 1934, as amended.