UPDATE – O2Micro Announces Receipt of an Updated Preliminary Non-Binding Proposal to Acquire the Company

Rhea-AI Summary

O2Micro International Limited (NASDAQ: OIIM) announced an updated preliminary non-binding proposal from FNOF Precious Honour Limited to acquire all outstanding ordinary shares of the Company for $5.50 per ADS. This proposal, presented by a consortium including CEO Sterling Du, aims to consolidate control. A special committee has been formed to evaluate the proposition. However, the Board cautions that no decisions have been made regarding the proposal, and there are no guarantees of a definitive offer or transaction.

Positive

• Acquisition proposal offers $5.50 per ADS, indicating a premium for shareholders.
• Formation of a special committee to carefully evaluate the proposal shows due diligence.

Negative

• No assurance that the proposal will lead to a definitive offer or successful acquisition.
• Concerns regarding potential delisting of ordinary shares or ADSs from NASDAQ.

GEORGE TOWN, Grand Cayman, May 20, 2022 (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 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”).

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 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 Meyberg
O₂Micro Investor Relations
ir@o2micro.com

Joe Hassett
Gregory Communications
joeh@gregoryfca.com

FAQ

What is the acquisition proposal for OIIM about?

The acquisition proposal involves FNOF Precious Honour Limited offering $5.50 per ADS for O2Micro's outstanding shares.

Who is involved in the acquisition proposal for O2Micro?

The proposal is backed by FNOF Precious Honour Limited and a consortium including CEO Sterling Du and CFO Perry Kuo.

When was the acquisition proposal for OIIM made?

The updated proposal was announced on May 20, 2022.

What is the role of the special committee in the acquisition proposal for OIIM?

The special committee, consisting of independent directors, is tasked with evaluating the acquisition proposal and any alternative options.

What are the risks associated with the acquisition proposal for O2Micro?

There are no guarantees that the proposal will result in a definitive agreement or successful acquisition, and the company may face potential delisting.