GEORGE TOWN, Grand Cayman, Sept. 30, 2022 (GLOBE NEWSWIRE) — O2Micro International Limited (NASDAQ Global Select Market: OIIM) (“O2Micro” or the “Company”), a worldwide chief within the design, growth and advertising and marketing of high-performance built-in circuits and options, right now introduced that it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FNOF Precious Honour Limited (“Parent”) and Rim Peak Technology Limited, a completely owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company persevering with because the surviving firm and changing into a completely owned subsidiary of Parent (the “Merger”), in a transaction implying an fairness worth of the Company of roughly US$145.9 million. As a results of the Merger, the Company will develop into an oblique, wholly owned subsidiary of Right Dynamic Investment Limited (“Holdco”), which can be owned by (a) Mr. Sterling Du, the Chief Executive Officer and the Chairman of the Board of Directors of the Company, and Mr. Perry Kuo, the Chief Financial Officer and a director of the Company (“Management Members”), (b) FNOF Dynamic Holdings Limited (the “Sponsor”, along with the Management Members, the “Consortium”), and (c) sure rollover shareholders and staff of the Company.
Pursuant to the Merger Agreement, on the efficient time of the Merger (the “Effective Time”), every American Depository Share of the Company (every, an “ADS”), representing fifty (50) abnormal shares of the Company, par worth US$0.00002 every (the “Shares”), issued and excellent instantly previous to the Effective Time, apart from ADSs representing the Excluded Shares (as outlined within the Merger Agreement), along with the Shares represented by such ADSs, can be cancelled and stop to exist in change for the best to obtain US$5.00 in money per ADS with out curiosity, and every Share issued and excellent instantly previous to the Effective Time, apart from the Excluded Shares, the Dissenting Shares (as outlined within the Merger Agreement) and Shares represented by ADSs, can be cancelled and stop to exist in change for the best to obtain US$0.10 in money per Share with out curiosity. Pursuant to the phrases of the Merger Agreement, share-based incentives held by present or former officers, administrators and staff of the Company can be cancelled, cashed out or rolled over into fairness incentives of Holdco, as relevant.
The merger consideration represents a premium of roughly 68.9% to the closing worth of the ADSs on September 19, 2022, earlier than the Company introduced its receipt of the revised preliminary non-binding proposal letter from the Consortium, and premiums of roughly 42.4% and 38.2% to the volume-weighted common buying and selling worth of the ADSs throughout the 60 buying and selling days and 90 buying and selling days, respectively, previous to and together with September 19, 2022.
The Merger can be funded by way of a mix of (i) money contribution from the Sponsor pursuant to an fairness dedication letter, (ii) debt financing to be supplied by Credit Suisse AG, Singapore Branch and (iii) fairness rollover by the Management Members and different rollover shareholders of all Shares and ADSs they beneficially personal within the Company.
The Company’s board of administrators, appearing upon the unanimous advice of a committee of unbiased administrators established by the board of administrators (the “Special Committee”), permitted the Merger Agreement and the Merger, and resolved to suggest that the Company’s shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the phrases of the Merger Agreement with the help of its monetary and authorized advisors.
The Merger is at the moment anticipated to shut throughout the first quarter of 2023 and is topic to customary closing situations, together with the authorization and approval of the Merger Agreement by the affirmative vote of shareholders representing at the very least two-thirds of the voting energy of the Shares current and voting in individual or by proxy at a common assembly of the Company’s shareholders. The rollover shareholders have agreed to vote all Shares they beneficially personal, which symbolize roughly 16.9% of the voting rights hooked up to the excellent Shares as of the date of the Merger Agreement, in favor of the authorization and approval of the Merger Agreement and the Merger. If accomplished, the Merger will outcome within the Company changing into a privately held firm and its ADSs will now not be listed on the NASDAQ Global Select Market.
Needham & Company, LLC is serving because the monetary advisor to the Special Committee. Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. authorized counsel to the Special Committee.
Gibson, Dunn & Crutcher LLP is serving as U.S. authorized counsel to the Consortium.
Certain authorized issues with respect to the Cayman Islands legislation are suggested by Maples and Calder (Cayman) LLP.
Additional Information About the Merger
The Company will furnish to the U.S. Securities and Exchange Commission (the “SEC”) a present report on Form 6-Okay relating to the Merger, which can embody as an exhibit thereto the Merger Agreement. All events needing particulars relating to the Merger are urged to assessment these paperwork, which can be accessible on the SEC’s web site (http://www.sec.gov).
In reference to the Merger, the Company will put together and mail to its shareholders a proxy assertion that may embody a duplicate of the Merger Agreement. In addition, in reference to the Merger, the Company and sure different individuals within the Merger will put together and disseminate to the Company’s shareholders a Schedule 13E-3 Transaction Statement that may embody the Company’s proxy assertion (the “Schedule 13E-3”). The Schedule 13E-3 can be filed with the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER, AND RELATED MATTERS. Shareholders additionally will have the ability to acquire these paperwork, in addition to different filings containing details about the Company, the Merger, and associated issues, with out cost from the SEC’s web site (http://www.sec.gov).
This announcement is neither a solicitation of proxy, a suggestion to buy nor a solicitation of a suggestion to promote any securities, and it’s not a substitute for any proxy assertion or different supplies which may be filed with or furnished to the SEC ought to the proposed merger proceed.
About O2Micro
Founded in April 1995, O2Micro develops and markets modern energy administration elements for the Computer, Consumer, Industrial and Automotive markets. Products embody Backlighting and Battery Management.
O2Micro, the O2Micro emblem, and mixtures thereof are registered emblems of O2Micro. All different emblems or registered emblems are the property of their respective house owners.
Safe Harbor Statement
This announcement comprises forward-looking statements. These statements are made below the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements will be recognized by terminology akin to “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and related statements. Statements that aren’t historic or present details, together with statements about beliefs and expectations, are forward-looking statements. Forward trying statements contain elements, dangers and uncertainties that would trigger precise outcomes to vary materially from these expressed or implied in these forward-looking statements. Such elements, dangers and uncertainties embody the chance that the Merger is not going to happen as deliberate if occasions come up that outcome within the termination of the Merger Agreement, if the anticipated financing for the Merger is just not accessible for any motive, or if a number of of the varied closing situations to the Merger will not be glad or waived, and different dangers and uncertainties mentioned in paperwork filed with the SEC by the Company in addition to the Schedule 13E-3 and the proxy assertion to be filed by the Company. Further data relating to these and different elements, dangers and uncertainties is included within the Company’s filings with the SEC. All data supplied on this press launch is as of the date of the press launch, and O2Micro undertakes no obligation to replace such data, besides as required below relevant legislation.
For extra data, please contact:
Contact Information:
Daniel Meyberg
O2Micro Investor Relations
[email protected]
Joe Hassett
Gregory Communications
[email protected]
