O2Micro International Limited (NASDAQ Global Select Market: OIIM)
(“O2Micro” or the “Company”), a global leader in the design,
development and marketing of high-performance integrated circuits
and solutions, today announced 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 wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the
Merger Agreement, Merger Sub will merge with and into the Company,
with the Company continuing as the surviving company and becoming a
wholly owned subsidiary of Parent (the “Merger”), in a transaction
implying an equity value of the Company of approximately US$145.9
million. As a result of the Merger, the Company will become an
indirect, wholly owned subsidiary of Right Dynamic Investment
Limited (“Holdco”), which will 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”, together with the Management
Members, the “Consortium”), and (c) certain rollover shareholders
and employees of the Company.
Pursuant to the Merger Agreement, at the effective time of the
Merger (the “Effective Time”), each American Depository Share of
the Company (each, an “ADS”), representing fifty (50) ordinary
shares of the Company, par value US$0.00002 each (the “Shares”),
issued and outstanding immediately prior to the Effective Time,
other than ADSs representing the Excluded Shares (as defined in the
Merger Agreement), together with the Shares represented by such
ADSs, will be cancelled and cease to exist in exchange for the
right to receive US$5.00 in cash per ADS without interest, and each
Share issued and outstanding immediately prior to the Effective
Time, other than the Excluded Shares, the Dissenting Shares (as
defined in the Merger Agreement) and Shares represented by ADSs,
will be cancelled and cease to exist in exchange for the right to
receive US$0.10 in cash per Share without interest. Pursuant to the
terms of the Merger Agreement, share-based incentives held by
current or former officers, directors and employees of the Company
will be cancelled, cashed out or rolled over into equity incentives
of Holdco, as applicable.
The merger consideration represents a premium of approximately
68.9% to the closing price of the ADSs on September 19, 2022,
before the Company announced its receipt of the revised preliminary
non-binding proposal letter from the Consortium, and premiums of
approximately 42.4% and 38.2% to the volume-weighted average
trading price of the ADSs during the 60 trading days and 90 trading
days, respectively, prior to and including September 19, 2022.
The Merger will be funded through a combination of (i) cash
contribution from the Sponsor pursuant to an equity commitment
letter, (ii) debt financing to be provided by Credit Suisse AG,
Singapore Branch and (iii) equity rollover by the Management
Members and other rollover shareholders of all Shares and ADSs they
beneficially own in the Company.
The Company’s board of directors, acting upon the unanimous
recommendation of a committee of independent directors established
by the board of directors (the “Special Committee”), approved the
Merger Agreement and the Merger, and resolved to recommend that the
Company’s shareholders vote to authorize and approve the Merger
Agreement and the Merger. The Special Committee negotiated the
terms of the Merger Agreement with the assistance of its financial
and legal advisors.
The Merger is currently expected to close during the first
quarter of 2023 and is subject to customary closing conditions,
including the authorization and approval of the Merger Agreement by
the affirmative vote of shareholders representing at least
two-thirds of the voting power of the Shares present and voting in
person or by proxy at a general meeting of the Company’s
shareholders. The rollover shareholders have agreed to vote all
Shares they beneficially own, which represent approximately 16.9%
of the voting rights attached to the outstanding Shares as of the
date of the Merger Agreement, in favor of the authorization and
approval of the Merger Agreement and the Merger. If completed, the
Merger will result in the Company becoming a privately held company
and its ADSs will no longer be listed on the NASDAQ Global Select
Market.
Needham & Company, LLC is serving as the financial advisor
to the Special Committee. Skadden, Arps, Slate, Meagher & Flom
LLP is serving as U.S. legal counsel to the Special Committee.
Gibson, Dunn & Crutcher LLP is serving as U.S. legal counsel
to the Consortium.
Certain legal matters with respect to the Cayman Islands law are
advised 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 current report on Form 6-K regarding the
Merger, which will include as an exhibit thereto the Merger
Agreement. All parties desiring details regarding the Merger are
urged to review these documents, which will be available at the
SEC’s website (http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail
to its shareholders a proxy statement that will include a copy of
the Merger Agreement. In addition, in connection with the Merger,
the Company and certain other participants in the Merger will
prepare and disseminate to the Company’s shareholders a Schedule
13E-3 Transaction Statement that will include the Company’s proxy
statement (the “Schedule 13E-3”). The Schedule 13E-3 will 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 also will be able to obtain these
documents, as well as other filings containing information about
the Company, the Merger, and related matters, without charge from
the SEC’s website (http://www.sec.gov).
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities,
and it is not a substitute for any proxy statement or other
materials that may be filed with or furnished to the SEC should the
proposed merger proceed.
About O2Micro
Founded in April 1995, O2Micro develops and markets innovative
power management components for the Computer, Consumer, Industrial
and Automotive markets. Products include Backlighting and Battery
Management.
O2Micro, the O2Micro logo, and combinations thereof are
registered trademarks of O2Micro. All other trademarks or
registered trademarks are the property of their respective
owners.
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
“will,” “expects,” “anticipates,” “future,” “intends,” “plans,”
“believes,” “estimates,” “confident” and similar statements.
Statements that are not historical or current facts, including
statements about beliefs and expectations, are forward-looking
statements. Forward looking statements involve factors, risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied in these forward-looking
statements. Such factors, risks and uncertainties include the
possibility that the Merger will not occur as planned if events
arise that result in the termination of the Merger Agreement, if
the expected financing for the Merger is not available for any
reason, or if one or more of the various closing conditions to the
Merger are not satisfied or waived, and other risks and
uncertainties discussed in documents filed with the SEC by the
Company as well as the Schedule 13E-3 and the proxy statement to be
filed by the Company. Further information regarding these and other
factors, risks and uncertainties is included in the Company’s
filings with the SEC. All information provided in this press
release is as of the date of the press release, and O2Micro
undertakes no duty to update such information, except as required
under applicable law.
For more information, please contact:
Contact Information:Daniel MeybergO2Micro Investor
Relationsir@o2micro.com Joe HassettGregory
Communicationsjoeh@gregoryfca.com
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