O2Micro Announces Shareholders’ Approval of Merger Agreement
February 01 2023 - 8:30AM
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
O2 Micro (NASDAQ:OIIM)
Historical Stock Chart
From Apr 2024 to May 2024
O2 Micro (NASDAQ:OIIM)
Historical Stock Chart
From May 2023 to May 2024