O2Micro Announces Shareholders’ Approval of Merger Agreement

Rhea-AI Summary

O2Micro International Limited (NASDAQ: OIIM) announced that over 99% of shareholders approved the Merger Agreement on January 31, 2023. The agreement involves the merger with FNOF Precious Honour Limited and its wholly owned subsidiary, Rim Peak Technology Limited. The merger will result in O2Micro becoming a privately held entity, with its American Depositary Shares (ADSs) delisted from the Nasdaq Global Select Market. The completion of the merger is subject to certain conditions. If successful, the company will cease trading publicly, impacting existing shareholders and their ADS programs.

Positive

• Over 99% shareholder approval for the Merger Agreement indicates strong investor support.
• The merger is expected to streamline operations and enhance business focus.

Negative

• Completion of the merger is contingent upon various conditions that may not be satisfied.
• Post-merger, O2Micro ADSs will no longer be publicly traded, limiting liquidity for current shareholders.

GEORGE TOWN, Grand Cayman, Feb. 01, 2023 (GLOBE NEWSWIRE) -- 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 at an extraordinary general meeting of shareholders (the “EGM”) held on January 31, 2023 (Cayman Islands Time), the Company’s shareholders voted in favor of, among other things, the proposal to authorize and approve the previously announced agreement and plan of merger (the “Merger Agreement”), dated as of September 30, 2022, among the Company, FNOF Precious Honour Limited (“Parent”) and Rim Peak Technology Limited, a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which 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”), the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (the “Plan of Merger”) and the consummation of the transactions contemplated thereby, including the Merger.

Over 99% of the Company’s total outstanding ordinary shares, including ordinary shares represented by the Company’s American depositary shares (each representing fifty (50) ordinary shares of the Company) (the “ADSs”), voted in person or by proxy as a single class at the EGM. Of the ordinary shares voted at the EGM, approximately 99.8% voted in favor of the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger. The Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, were therefore duly authorized and approved by way of special resolutions as required by, and in compliance with, the Companies Act of the Cayman Islands.

The completion of the Merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. The Company will work with the other parties towards satisfying all other conditions precedent to the Merger set forth in the Merger Agreement and completing the Merger in due course. If and when completed, the Merger would result in the Company becoming a private company and its ADSs would no longer be listed or traded on any securities exchange or quotation system, including the Nasdaq Global Select Market, and the Company’s ADS program would be terminated.

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 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 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:

Daniel Meyberg
O₂Micro Investor Relations
ir@o2micro.com

Joe Hassett
Gregory Communications
joeh@gregoryfca.com 

FAQ

What was approved by O2Micro shareholders on January 31, 2023?

Shareholders approved the Merger Agreement with FNOF Precious Honour Limited.

What does the merger mean for O2Micro's stock symbol OIIM?

Upon completion, OIIM will cease trading as O2Micro becomes a private entity.

What percentage of shares voted in favor of the merger?

Approximately 99.8% of the shares voted in favor of the merger.

What are the implications of O2Micro becoming a private company?

O2Micro will lose its public listing, impacting shareholder liquidity and access to capital markets.

What conditions must be met for the O2Micro merger to complete?

Completion is subject to satisfying conditions outlined in the Merger Agreement.