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 it has called an extraordinary
general meeting of shareholders (the “EGM”), to be held on January
31, 2023 at 2:00 p.m. (Cayman Islands Time), at the offices of
Maples and Calder, Ugland House, South Church Street, George Town,
Grand Cayman, Cayman Islands, to consider and vote on, 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.
Upon consummation of the Merger, the Company would become a
privately held company, and its American depositary shares (each of
which representing fifty (50) ordinary shares of the Company, par
value US$0.00002 per share) (the “ADSs”) would no longer be listed
or traded on the Nasdaq Global Select Market, and the Company’s ADS
program would be terminated. In addition, the Company’s ADSs and
ordinary shares represented by the ADSs would cease to be
registered under Section 12 of the Securities Exchange Act of 1934
following the consummation of the Merger.
The Company’s board of directors (the “Board”), acting upon the
unanimous recommendation of a committee of independent and
disinterested directors established by the Board, authorized and
approved the Merger Agreement, the Plan of Merger and the
consummation of the transactions contemplated thereby, including
the Merger, and resolved to recommend that the Company’s
shareholders and ADS holders vote FOR, among other things, the
proposal to authorize and approve the Merger Agreement, the Plan of
Merger and the consummation of the transactions contemplated
thereby, including the Merger.
Shareholders of record as of the close of business in the Cayman
Islands on December 16, 2022 will be entitled to attend and vote at
the EGM and any adjournment thereof. ADS holders as of the close of
business in New York City on December 16, 2022 will be entitled to
instruct The Bank of New York Mellon, the ADS depositary, to vote
the ordinary shares represented by the ADSs at the EGM.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the definitive proxy statement attached as Exhibit
(a)-(1) thereto, as amended, filed with the U.S. Securities and
Exchange Commission (the “SEC”), which can be obtained, along with
other filings containing information about the Company, the
proposed Merger and related matters, without charge, from the SEC’s
website www.sec.gov. In addition, the Company’s proxy
materials (including the definitive proxy statement) will be mailed
to the Company’s shareholders.
SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER AND RELATED MATTERS. The Company and certain of
its directors and executive officers may, under SEC rules, be
deemed to be “participants” in the solicitation of proxies from the
shareholders with respect to the proposed Merger. Information
regarding the persons who may be considered “participants” in the
solicitation of proxies is set forth in the Schedule 13E-3
transaction statement relating to the proposed Merger and the
definitive proxy statement attached thereto. Further information
regarding persons who may be deemed participants, including any
direct or indirect interests they may have, is also set forth in
the definitive proxy statement.
This announcement is for information purposes only and does not
constitute an offer to purchase or the solicitation of an offer to
sell any securities or a solicitation of any proxy, vote or
approval with respect to the proposed transaction or otherwise, nor
shall it be a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
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 the Merger
is not approved by the shareholders of the Company or 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 MeybergO2Micro Investor Relationsir@o2micro.com
Joe HassettGregory Communicationsjoeh@gregoryfca.com
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