O2Micro to hold Extraordinary General Meeting of Shareholders

O2Micro announced it has called an extraordinary general meeting of shareholders, to be held on January 31, 2023 at 2:00 p.m., at the offices of Maples and Calder, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, to consider and vote on, among other things, the proposal to authorize and approve the previously announced agreement and plan of merger, dated as of September 30, 2022, among the Company, FNOF Precious Honour Limited and Rim Peak Technology Limited, a wholly owned subsidiary of Parent, 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 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. Upon consummation of the Merger, the Company would become a privately held company, and its American depositary shares would no longer be listed or traded on the Nasdaq Global Select Market, and the Company’s ADS program would be terminated. In addition, the Company’s ADSs and ordinary shares represented by the ADSs would cease to be registered under Section 12 of the Securities Exchange Act of 1934 following the consummation of the Merger. The Company’s board of directors, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board, authorized and approved the Merger Agreement, the Plan of Merger and the consummation of the transactions contemplated thereby, including the Merger, and resolved to recommend that the Company’s shareholders and ADS holders vote FOR, among other things, the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the transactions contemplated thereby, including the Merger.