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GEORGE TOWN, Grand Cayman, Sept. 30, 2022 (GLOBE NEWSWIRE) — O2Micro International Limited (NASDAQ Global Select Market: OIIM) (“O2Micro” or the “Company”), a global leader in the design, development and commercialization of High-Performance Integrated Circuits and Solutions, announced today that it has entered into an agreement and proposed merger (the “Merger Agreement”) with FNOF Precious Honor Limited (“Parent Company”) and Rim Peak Technology Limited, a wholly owned subsidiary of Parent Company (“Merger Sub “). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as a surviving company and becoming a wholly owned subsidiary of the Parent Company (the “Merger”), in a transaction implying an equity value of the Company of approximately $145.9 million U.S. dollar. As a result of the merger, the Company will become an indirect wholly owned subsidiary of Right Dynamic Investment Limited (“Holdco”), which is owned by (a) Mr. Sterling Du, the Company’s Chief Executive Officer and Chairman of the Board of Directors, and Mr. Perry Kuo, the Chief Financial Officer and a director of the Company (“Member of Management”), (b) FNOF Dynamic Holdings Limited (the “Sponsor”, together with the Members of Management, the “Consortium”) and (c) certain rollovers -Shareholders and employees of the company.
Pursuant to the Merger Agreement, as of the effective date of the Merger (the “Effective Date”), each American Depository Share of the Company (each an “ADS”) represents fifty (50) common shares of the Company, par value US$0.00002 each (the “ Shares”) issued and outstanding immediately prior to the Effective Date, excluding ADSs representing the Excluded Shares (as defined in the Merger Agreement), together with the Shares represented by such ADSs, will be canceled and suspended in consideration for the right to receive $5.00 in cash per ADS with no interest and each share issued and outstanding immediately prior to the Effective Date, excluding Excluded Shares, Variant Shares (as defined in the Merger Agreement) and Shares represented by ADSs , will be canceled and expire in exchange for the right to receive $0.10 cash per share with no interest in. Under the terms of the Merger Agreement, stock-based incentives held by current or former officers, directors and employees of the Company will be cancelled, cashed out or converted to Holdco stock incentives, as applicable.
The merger consideration represents a premium of approximately 68.9% to ADS’ closing price on September 19, 2022, prior to the Company announcing receipt of the Consortium’s revised preliminary non-binding offer letter, and premiums of approximately 42.4% and 38.2% % % on the volume weighted average trading price of the ADSs during the 60 trading days and 90 trading days prior to and including 19 September 2022.
The merger will be funded through a combination of (i) cash contribution from the sponsor pursuant to an equity commitment, (ii) debt financing by Credit Suisse AG, Singapore Branch, and (iii) capital increase by members of management and other rollover shareholders of all shares and ADSs, which they own economically in the company.
The Board of Directors of the Company, upon the unanimous recommendation of a committee of independent directors appointed by the Board of Directors (the “Select Committee”), approved the Merger Agreement and Merger and resolved to recommend that the Company’s stockholders vote to approve and approve the Merger Agreement and Merger. The Special Committee, with the assistance of its financial and legal advisers, negotiated the terms of the merger agreement.
Completion of the merger is currently expected in the first quarter of 2023 and is subject to customary closing conditions, including approval and approval of the merger agreement by the consent of shareholders representing at least two-thirds of the voting rights of the shares present and voting in person or by proxy at a general meeting of shareholders of the company. Rollover shareholders have agreed to vote in favor of approving and approving the merger agreement and merger for all shares beneficially owned by them, representing approximately 16.9% of the voting rights attached to the outstanding shares as of the date of the merger agreement . Upon completion of the merger, the company will become a private company and its ADSs will no longer be listed on the NASDAQ Global Select Market.
Needham & Company, LLC is acting as financial advisor to the Select Committee. Skadden, Arps, Slate, Meagher & Flom LLP is serving as US Counsel to the Select Committee.
Gibson, Dunn & Crutcher LLP is serving as US counsel to the syndicate.
Certain legal matters relating to Cayman Islands law are advised by Maples and Calder (Cayman) LLP.
Additional information about the merger
The Company will file with the US Securities and Exchange Commission (the “SEC”) a current report on Form 6-K relating to the merger, which will include the merger agreement as an annex. All parties seeking details of the merger are urged to review these documents, which will be available on the SEC’s website (http://www.sec.gov).
In connection with the merger, the Company will prepare and mail to its stockholders a proxy statement that includes a copy of the merger agreement. In addition, in connection with the Merger, the Company and certain other participants in the combination will prepare and distribute to the Company’s stockholders a Schedule 13E-3 transaction statement that includes the Company’s proxy statement (the “Schedule 13E-3”). The Schedule 13E-3 is filed with the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND ENTIRELY FILE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND RELATED MATTERS. Stockholders may obtain these documents, as well as other materials containing information about the company, the merger and related matters, free of charge from the SEC’s website (http://www.sec.gov).
This announcement is not a solicitation of a proxy, nor an offer to buy, nor a solicitation of an offer to sell any securities, and is not a substitute for a proxy statement or other materials that may be filed or made available with the SEC if a proposed merger proceeds.
Founded in April 1995, O2Micro develops and markets innovative power management components for the computing, consumer, industrial and automotive markets. Products include backlight 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 Declaration
This release contains forward-looking statements. These statements are made in accordance with the “safe harbor” provisions of the US Private Securities Litigation Reform Act of 1995. “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 by such forward-looking statements. These factors, risks and uncertainties include the possibility that the merger will not go ahead as planned, events occur that result in the termination of the merger agreement, if anticipated financing for the merger is unavailable for any reason, or if one or more of the the following reasons, the various closing conditions of the merger are not satisfied or waived, and other risks and uncertainties discussed in the Company’s filings with the SEC and Schedule 13E-3 and the proxy statement to be filed by the Company . Additional information on these and other factors, risks and uncertainties is included in the Company’s SEC filings. All information provided in this press release is as of the date of the press release and O2Micro assumes no obligation to update this information, except as required by applicable law.
For more information, please contact:
Contact information:Daniel MeybergO2Micro Investor Relations[email protected] Joe Hassett Gregory Communications[email protected]
Source: O2Micro, Inc.