Diodes Incorporated (Nasdaq: DIOD) today provided the following
update related to the status of its acquisition of Lite-On
Semiconductor (TWSE: 5305) (“LSC”). Since the announcement of the
acquisition on August 8, 2019, all customary closing conditions
have been met, including approval by the Lite-On shareholders. In
conjunction, Diodes has been working through the final process of
securing the required regulatory approvals in both Taiwan and
China.
In order to facilitate the review by the relevant Chinese
authorities on the share swap transaction between LSC and Diodes
Technologies Taiwan Co., Ltd. ("Diodes Taiwan"), on January 8, 2020
LSC held a board meeting where a resolution has been reached to
sell 16.5% (9,237,734 shares) of On-Bright Electronics Incorporated
(TWSE: 4947, "On-Bright") held by LSC. On the same date, On-Bright
also held a board meeting where a resolution has been reached to
implement a merger between On-Bright and Euporie Investment
Holdings Limited, a wholly-owned subsidiary of Orthosie, in which
On-Bright will become the wholly-owned subsidiary of Orthosie
post-merger ("On-Bright Merger"). As a result, LSC’s 16.5% shares
of On-Bright will be sold to Orthosie for an amount equal to the
closing price of On-Bright shares as of the date of the transaction
in an after-hours block trade. Following this transaction, LSC’s
remaining ownership of On-Bright shares will amount to 14.69%.
Upon completion of the On-Bright Merger, which requires approval
by the shareholders' of On-Bright and from relevant competent
authorities, LSC’s remaining shares of On-Bright will be exchanged
to NTD230 in cash per share as merger consideration on the record
date of the On-Bright Merger. This merger consideration may be
subject to adjustment according the merger agreement between
Orthosie and On-Bright.
In addition, Diodes today provided an update on the regulatory
approvals in both Taiwan and China for the proposed acquisition of
LSC by Diodes. Both countries have two anti-trust review procedures
– simplified and normal. Initial submissions to both countries were
made in September 2019 under the simplified procedure. All
subsequent requests for information by the respective agencies in
October and November were completed by Diodes in a timely manner.
In December of 2019 both countries notified Diodes that due to the
complexity of the combined business, the normal filing procedure
would be necessary. Although Diodes had anticipated the process
would be more expedient based on the size of the transaction, the
normal review procedure has become more common for transactions in
China and Taiwan.
Diodes will continue to respond to all additional information
requests in a timely manner, but currently expects that the normal
filing procedure will likely extend the anti-trust approval process
and transaction closing from the original estimate of early in the
second quarter to the second half of 2020, but hope the above
transaction will help facilitate the timing required for completion
of the review process. Once the final regulatory approvals have
been secured, Diodes remains confident the transaction will close
as planned.
About Diodes Incorporated
Diodes Incorporated (Nasdaq: DIOD), a Standard and Poor’s
SmallCap 600 and Russell 3000 Index company, is a leading global
manufacturer and supplier of high-quality application specific
standard products within the broad discrete, logic, analog, and
mixed-signal semiconductor markets. Diodes serves the consumer
electronics, computing, communications, industrial, and automotive
markets. Diodes’ products include diodes, rectifiers, transistors,
MOSFETs, protection devices, function-specific arrays, single gate
logic, amplifiers and comparators, Hall-effect and temperature
sensors, power management devices, including LED drivers, AC-DC
converters and controllers, DC-DC switching and linear voltage
regulators, and voltage references along with special function
devices, such as USB power switches, load switches, voltage
supervisors, and motor controllers. Diodes also has timing,
connectivity, switching, and signal integrity solutions for
high-speed signals. Diodes’ corporate headquarters and Americas’
sales office are located in Plano, Texas and Milpitas, California.
Design, marketing, and engineering centers are located in Plano;
Milpitas; Taipei, Taiwan; Taoyuan City, Taiwan; Zhubei City,
Taiwan; Manchester, UK; and Neuhaus, Germany. Diodes’ wafer
fabrication facilities are located in Manchester and Greenock, UK,
and Shanghai, China. Diodes has assembly and test facilities
located in Shanghai, Jinan, Chengdu, and Yangzhou, China, as well
as in Hong Kong, Neuhaus, and Taipei. Additional engineering,
sales, warehouse, and logistics offices are located in Taipei; Hong
Kong; Manchester; Shanghai; Shenzhen, China; Seongnam-si, South
Korea; Munich, Germany; and Tokyo, Japan, with support offices
throughout the world.
Recent news releases, annual reports and SEC filings are
available at the Company’s website: http://www.diodes.com. Written
requests may be sent directly to the Company, or they may be
e-mailed to: diodes-fin@diodes.com.
Forward-Looking Statement
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995: Any statements set forth herein that are not
historical facts are forward-looking statements that involve risks
and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Such
forward-looking statements include, but are not limited to, the
following: the expected benefits of the acquisition, including the
acquisition being immediately accretive; the efficiencies, cost
savings, revenues, and enhanced product offerings, market position,
and design and manufacturing capabilities of Diodes after the
acquisition; and other statements identified by words such as
“estimates,” “expects,” “projects,” “plans,” “will,” and similar
expressions.
Potential risks and uncertainties include, but are not limited
to, such factors as: the possibility that the transaction may not
be consummated, including as a result of any of the conditions
precedent; the risk of superior acquisition proposal from other
parties; the risk of Diodes being unable to obtain sufficient
financing from lenders to complete the acquisition; the risk of
global market downturn conditions and volatilities impacting the
completion of the acquisition or the funding; the risk that such
expectations may not be met; the risk that the expected benefits of
the acquisition may not be realized or that integration of the
acquired business may not be as rapid as we anticipate; the risk
that Lite-On’s business will not be integrated successfully into
Diodes’; the risk that the expected benefits of the acquisition may
not be realized, including the realization of the accretive effect
of the acquisition; the risk that Lite-On’s standards, procedures,
and controls will not be brought into conformance within Diodes’
operation; difficulties coordinating Diodes’ and Lite-On’s new
product and process development, hiring additional management and
other critical personnel, and increasing the scope, geographic
diversity, and complexity of Diodes’ operations; difficulties in
consolidating facilities and transferring processes and know-how;
difficulties in reducing the cost of Lite-On’s business; the
diversion of our management’s attention from the management of our
business; Diodes may not be able to maintain its current growth
strategy or continue to maintain its current performance, costs,
and loadings in its manufacturing facilities; risks of domestic and
foreign operations, including excessive operation costs, labor
shortages, higher tax rates, and Diodes’ joint venture prospects;
the risk that we may not be able to increase our automotive,
industrial, or other revenue and market share; the risks of
cyclical downturns in the semiconductor industry and of changes in
end-market demand or product mix that may affect gross margin or
render inventory obsolete; the risk that our future outlook or
guidance may be incorrect; unfavorable currency exchange rates; the
risks of global economic weakness or instability in global
financial markets; the risks of trade restrictions, tariffs, or
embargoes; the risk of breaches of our information technology
systems; and other information, including the “Risk Factors”
detailed from time to time in Diodes’ filings with the United
States Securities and Exchange Commission.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200108005222/en/
Company Contact: Diodes Incorporated Laura Mehrl Director,
Investor Relations P: 972-987-3959 E: laura_mehrl@diodes.com
Investor Relations Contact: Shelton Group Leanne K. Sievers,
President P: 949-224-3874 E: lsievers@sheltongroup.com
Diodes (NASDAQ:DIOD)
Historical Stock Chart
Von Mär 2024 bis Apr 2024
Diodes (NASDAQ:DIOD)
Historical Stock Chart
Von Apr 2023 bis Apr 2024