Washington,
D.C. 20549
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Item 1.01 Entry into a Material Definitive Agreement.
Effective as of December 1, 2021 (the “Effective Date”), Alpha
& Omega Semiconductor (Shanghai) Ltd. (“AOS SH”) and Agape
Package Manufacturing (Shanghai) Limited (“APM SH” and, together
with AOS SH, the “Sellers”), each a wholly-owned subsidiary of
Alpha and Omega Semiconductor Limited (the “Company” or “AOS”),
entered into a share transfer agreement (the “STA”) with a
third-party investor (the “Investor”), pursuant to which the
Sellers sold to the Investor approximately 2.1% of
outstanding equity interest held by the Sellers in the joint
venture in Chongqing (the “JV Company”) for an aggregate purchase
price of RMB 108 million (or approximately $16.9 million based on
the currency exchange rate as of December 1, 2021) (the
“Transaction”). The STA contained customary representations,
warranties and covenants.
Also on the Effective Date, the Investor and the other shareholders
of the JV Company, including AOS and the Sellers, entered into the
Fourth Supplementary Agreement (the “Fourth Amendment”) to the
Joint Venture Contract dated as of March 29, 2016 among the parties
named thereto (as amended and supplemented from time to time, the
“JV Contract”). Pursuant to the Fourth Amendment, the parties
agree that, among other things, (a) AOS’s right to designate
directors on the board of the JV Company will be three (3) out of
seven (7) directors, instead of four (4) directors as provided
under the JV Contract prior to the Transaction, and (b) the
shareholders will facilitate the establishment of an employment
stock ownership plan for the JV Company.
The Transaction was closed on December 2, 2021 (the “Closing
Date”).
The above disclosure is a summary and qualified in its entirety by
the STA and the Fourth Amendment, copies of which will be filed as
exhibits to the Company’s Quarterly Report for the period ending
December 31, 2021.
Item 2.01 Completion of Acquisition or Disposition of
Assets.
Reference is made to the information disclosed under Item 1.01
above, which information is incorporated herein by reference.
As a result of the Transaction, as of the Closing Date, AOS’s
equity interest in the JV Company decreased from 50.9% to 48.8%,
and AOS no longer has a controlling financial interest in the JV
Company. Accordingly, AOS has made a preliminary
determination that it will deconsolidate the JV Company’s financial
statements and results of operations from AOS’s consolidated
financial statements (the “Deconsolidation”), effective as of the
Closing Date, in accordance with Accounting Standards Codification,
or ASC, 810-10-40-4(c),
Consolidation. Following the Deconsolidation, AOS will
account for its interest in the JV Company using the equity method
of accounting effective beginning on the Closing Date. In
connection with the Deconsolidation, AOS expects to record in the
second quarter of fiscal year 2022 ending December 31, 2021 a
significant non-cash gain to recognize the difference between the
carrying value and estimated fair value of its interest in the JV
Company as of the Closing Date. The assessment as to whether
the JV Company will be deconsolidated is ongoing and will be
finalized in conjunction with the Company’s financial statement
close process for the three months ending December 31, 2021.
We have included as Exhibit 99.1 to this Report the unaudited pro
forma consolidated condensed balance sheet as of September 30,
2021, derived from our latest unaudited consolidated condensed
balance sheet filed in our Quarterly Report on Form 10-Q, and
unaudited pro forma consolidated condensed statements of operations
for the three months ended September 30, 2021 and for the fiscal
year ended June 30, 2021 as if the Deconsolidation had occurred on
July 1, 2020.
Item 7.01 Regulation FD Disclosure.
On
December 7, 2021, the Company issued a press release announcing the
closing of the Transaction and the Deconsolidation.
A
copy of the press release is furnished as Exhibit 99.2 to this
Report and is incorporated by reference into this Item
7.01.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
Unaudited Pro Forma Consolidated Condensed Financial Information of
the Registrant, which reflects the Deconsolidation, is attached
hereto as Exhibit 99.1 and is incorporated herein by
reference.
(d) Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
Dated: December 7, 2021
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Alpha and Omega Semiconductor Limited
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By:
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/s/ Yifan Liang
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Name:
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Yifan Liang
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Title:
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Chief Financial Officer and Corporate Secretary
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