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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.
Posted In: OIIM
