O2Micro Completes Definitive Agreement to Go Private – Press Release

GEORGE TOWN, Grand Cayman, Sept. 30, 2022 (GLOBE NEWSWIRE) — O₂Micro International Limited (NASDAQ Global Select Market: OIIM) (“O₂Micro” or the “Company”), a global leader in the design, development and commercialization of high-performance integrated circuits and solutions, today announced that it has signed an agreement and proposed merger (the “Merger Agreement”) with FNOF Precious Honor Limited (“Parent Company”) and Rim Peak Technology Limited, a wholly owned subsidiary of the Parent Company (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving Company and becoming a wholly owned subsidiary of the Parent Company (the “Merger”), in a transaction resulting in an equity value of the Company of approximately $145.9 million US dollars implied.As a result of the Merger, the Company will become an indirect wholly owned subsidiary of Right Dynamic Investment Limited (“Holdco”) which is owned by (a) Mr. Sterling Du, the Chief Executive Officer and Chairman of the Board of Directors of the Company, and Mr Perry Kuo, the Chief Financial Officer and a Director of the Company (“Member of Management”), (b) FNOF Dynamic Holdings Limited (the “Sponsor”, together with the Members of Management the “Consortium” ) and (c) certain Rollover shareholders and employees of the Company.

Pursuant to the Merger Agreement, each American Depository Share of the Company (each, an “ADS”) represents fifty (50) shares of common stock of the Company of US$0.00002 par value each (the “Shares”) at the effective date of the Merger (the “Effective Date”) ) issued and outstanding immediately prior to the Effective Date, excluding ADSs representing the Excluded Shares (as defined in the Merger Agreement), together with the shares represented by such ADSs, will be canceled and suspended in consideration for the right To insist on receiving $5.00 in cash per ADS with no interest and for each share issued and outstanding immediately prior to the Effective Date, other…