O2Micro Announces Receipt of an Updated Preliminary Non-Binding Proposal to Acquire the Company
20 Mai 2022 - 10:45PM
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 its board of directors (the
“Board”) has received an updated preliminary non-binding proposal
letter (the “Proposal Letter”), dated May 20, 2022, from FNOF
Precious Honour Limited (“FNOF”), Mr. Sterling Du, the Chief
Executive Officer and the Chairman of the Board, and Mr. Perry Kuo,
the Chief Financial Officer and a director of the Company
(collectively, the “Consortium”), to acquire all of the outstanding
ordinary shares of the Company (including shares represented by
American depositary shares (the “ADSs”), each representing 50
shares of the Company) that are not already owned by the Consortium
or otherwise rolled over, for a purchase price of US$5.50 per ADS
(or US$0.11 per ordinary share) in cash (the “Proposed
Transaction”). A copy of the Proposal Letter is attached hereto as
Exhibit A.
The Proposal Letter updates the preliminary
non-binding proposal letter submitted by FNOF to the Company on
March 14, 2022. The Proposal Letter states, among others, that the
members of the Consortium have agreed to work exclusively with each
other in pursuing the Proposed Transaction and they do not intend
to sell their ordinary shares or ADSs to any third party or support
any competing bid while remaining a member of the Consortium.
As previously announced, the Board had formed a
special committee consisting of two independent directors (the
“Special Committee”) to evaluate the Proposed Transaction, or any
alternative strategic option that the Company may pursue. The
Special Committee will continue to evaluate the Proposed
Transaction in light of the latest development.
The Board cautions the Company’s shareholders
and others considering trading the Company’s securities that no
decisions have been made with respect to the Proposal Letter, the
Proposed Transaction, or any alternative strategic option that the
Company may pursue. There can be no assurance that the Consortium
will make any definitive offer to the Company, that any definitive
agreement relating to the Proposal Letter will be entered into
between the Company and Consortium, or that the Proposed
Transaction or any other similar transaction will be approved or
consummated. The Company does not undertake any obligation to
provide any updates with respect to the Proposed Transaction or any
other transaction, except as required under applicable law.
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. O2Micro may also make written or oral
forward-looking statements in its periodic reports to the U.S.
Securities and Exchange Commission, in its annual report to
shareholders, in press releases and other written materials and in
oral statements made by its officers, directors or employees to
third parties. Statements that are not historical or current facts,
including statements about beliefs and expectations and statements
relating to the Proposed Transaction, are forward-looking
statements. Forward looking statements involve inherent risks and
uncertainties. Actual results, levels of activity, performance or
achievements may differ materially from those expressed or implied
in these forward-looking statements for a variety of reasons,
including: changes in demand for devices that use our products;
market conditions in the semiconductor industry and the economy as
a whole; the stages of our products in their life cycles;
variations, expansions or reductions in the mix of our product
offerings; the growth and/or contraction of the Company; the timing
of our product introductions; changes in interest rates; changes in
availability and cost of supplies, such as inflation and supply
chain issues; unpredictability of an inability to control the
outcome or timing of litigation; changes in applicable laws,
regulatory or geopolitical environment, or accounting standards;
potential delisting of our ordinary shares and/or ADSs from NASDAQ;
specific product manufacturing costs; increased competition;
changes in laws, rules and regulations regarding our intellectual
property; introduction of new competitors or competing
technologies; and the increase of unexpected expenses; and
assumptions underlying or related to any of the foregoing. Further
information regarding these and other risks is included in the
Company’s filings with the Securities and Exchange Commission. All
information provided in this press release and in the attachments
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.comJoe HassettGregory
Communicationsjoeh@gregoryfca.com
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