O2Micro Announces Completion of Merger
March 03 2023 - 8:00AM
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 the completion of the merger (the
“Merger”) with Rim Peak Technology Limited (“Merger Sub”), a wholly
owned subsidiary of FNOF Precious Honour Limited (“Parent”),
pursuant to the previously announced Agreement and Plan of Merger
(the “Merger Agreement”), dated as of September 30, 2022, among the
Company, Parent and Merger Sub. As a result of the Merger, the
Company became a wholly owned subsidiary of Parent and will cease
to be a publicly traded company.
Pursuant to the Merger Agreement, which was approved by the
Company’s shareholders at an extraordinary general meeting on
January 31, 2023, at the effective time of the Merger (the
“Effective Time”), each ordinary share of the Company (each, a
“Share”) issued and outstanding immediately prior to the Effective
Time, other than the Excluded Shares (as defined in the Merger
Agreement) and Shares represented by the Company’s American
depositary shares (each representing fifty (50) Shares of the
Company) (each, an “ADS”), has been cancelled in exchange for the
right to receive US$0.10 in cash per Share, without interest and
net of any applicable withholding taxes, and each ADS issued and
outstanding immediately prior to the Effective Time (other than
ADSs representing the Excluded Shares), together with the Shares
represented by such ADSs, has been cancelled in exchange for the
right to receive US$5.00 in cash per ADS, without interest and net
of any applicable withholding taxes (the “Merger
Consideration”).
Registered shareholders immediately prior to the Effective Time
who are entitled to the Merger Consideration will receive a letter
of transmittal and instructions on how to surrender their Shares in
exchange for the Merger Consideration and should wait to receive
the letter of transmittal before surrendering their Shares. Payment
of the Merger Consideration will be made to holders of Shares
(other than Shares represented by ADSs) in respect of each such
Share held thereby upon surrender of applicable Shares and delivery
of the letter of transmittal and any other documents required by
such letter of transmittal to be delivered in connection therewith.
Payment of the Merger Consideration (after deduction of the fees,
charges, deductions and expenses provided for under the Deposit
Agreement, dated November 4, 2005, between the Company, the ADS
depositary and the holders and beneficial owners of ADSs issued
thereunder) will be made to holders of ADSs in respect of each ADS
held thereby as soon as practicable after The Bank of New York
Mellon, the ADS depositary, receives the aggregate Merger
Consideration payable to holders of ADSs from the paying agent.
The Company also announced today that it requested that trading
of its ADSs on Nasdaq Global Select Market (the “Nasdaq”) be
suspended. The Company requested that the Nasdaq file a Form 25
with the Securities and Exchange Commission (the “SEC”) notifying
the SEC of the delisting of the Company’s ADSs on the Nasdaq and
the deregistration of the Company’s registered securities. The
deregistration will become effective 90 days after the filing of
the Form 25 or such shorter period as may be determined by the SEC.
The Company intends to suspend its reporting obligations under the
Securities Exchange Act of 1934, as amended, by promptly filing a
Form 15 with the SEC. The Company’s obligation to file with the SEC
certain reports and forms, including Form 20-F and Form 6-K, will
be suspended immediately as of the filing date of the Form 15 and
will cease once the deregistration becomes effective.
In connection with the Merger, Needham & Company, LLC is
serving as the financial advisor to a committee of independent and
disinterested directors established by the board of directors of
the Company (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 buyer group comprising of Mr. Shyun-Dii Sterling Du, Mr.
Chuan-Chiung Perry Kuo and FNOF Dynamic Holdings Limited.
Certain legal matters with respect to the Cayman Islands law are
advised by Maples and Calder (Cayman) LLP.
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
Power Management. The company maintains offices worldwide.
Additional company and product information can be found on the
company website at www.o2micro.com.
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
uncertainties as to the expected benefits and costs of the Merger;
the outcome of any legal proceedings that may be instituted against
the Company related to the Merger; the amount of the costs, fees,
expenses and charges related to the Merger, 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 filed
by the Company in connection with the Merger. 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:
Daniel MeybergO2Micro Investor Relationsir@o2micro.com
Joe HassettGregory Communicationsjoeh@gregoryfca.com
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