Leading Independent Proxy Advisory Firms ISS and Glass Lewis Both Recommend O2Micro Shareholders Vote “FOR” Proposed Going Private Transaction
20 January 2023 - 12:30AM
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 both Institutional Shareholder
Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass
Lewis”) have recommended that O2Micro shareholders vote “FOR” the
proposed going private transaction for US$5.0 per American
Depository Share (each, an “ADS”) or US$0.1 per ordinary share in
cash, as contemplated in the Company’s previously announced
Agreement and Plan of Merger dated September 30, 2022 (the “Merger
Agreement”) 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”).
ISS and Glass Lewis are leading independent
proxy advisory firms which, among other services, provide proxy
voting recommendations to pension funds, investment managers,
mutual funds and other institutional shareholders. Each of their
voting analyses and recommendations are relied upon by thousands of
major institutional investment firms, mutual funds and fiduciaries
throughout the world.
The Company’s extraordinary general meeting of
shareholders (the “EGM”) to consider and vote on, among other
things, the proposal to authorize and approve the Merger Agreement,
the plan of merger required to be filed with the Registrar of
Companies of the Cayman Islands in connection with the Merger and
the consummation of the transactions contemplated thereby,
including the Merger, will 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.
Shareholders and ADS holders are encouraged to
vote promptly by following the instructions indicated on their
proxy cards to ensure that their shares or ADSs are represented at
the EGM. If you have not mailed in your proxy, or given instruction
to the ADS depositary with respect to the vote of your ADSs, please
mail in your proxy or give such voting instruction immediately.
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 their ADSs at the EGM. All votes submitted to the ADS depositary
must be received by 12:00 p.m. (Eastern Standard Time) on January
26, 2023.
The Company has retained D.F. King & Co.,
Inc. as its proxy solicitor to assist it in connection with the
upcoming EGM. Shareholders who have questions about the Merger
Agreement or the Merger, need additional copies of the Company’s
proxy materials, or need assistance in voting their ADSs or shares
are encouraged to contact D.F. King & Co., Inc. by phone at
(800) 967-5051 (TOLL-FREE from the U.S. and Canada) or (212)
269-5550 (COLLECT). Banks and brokers may call collect at (212)
269-5550.
The Company’s shareholders and ADS holders are
urged to read carefully and in their entirety the Company’s
definitive proxy materials, 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).
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 Meyberg
O2Micro Investor Relations
ir@o2micro.com
Joe Hassett
Gregory Communications
joeh@gregoryfca.com
O2 Micro (NASDAQ:OIIM)
Historical Stock Chart
From Aug 2024 to Sep 2024
O2 Micro (NASDAQ:OIIM)
Historical Stock Chart
From Sep 2023 to Sep 2024