Transactions by DIODES INC (DDQ) in the last 6 months

Diodes Incorporated (NasdaqGS:DIOD) entered into an agreement and plan of merger to acquire BCD Semiconductor Manufacturing Limited (NasdaqGS:BCDS) from GGV Capital, New Enterprise Associates, JAFCO Asia Technology Fund managed by JAFCO Investment (Asia Pacific) Ltd., JAFCO Co., Ltd. (TSE:8595), J. & W. Seligman & Co. Incorporated, Fidelity Management & Research Company, smac partners Gmbh and other shareholders for approximately $150 million on December 26, 2012. Diodes ... will pay $8 per American Depository share of BCD Semiconductor Manufacturing. Each American Depository share represents six shares of BCD Semiconductor Manufacturing. The transaction is expected to be funded by a combination of the Diodes’s cash resources and drawings on $200 million from Diodes’s bank credit facilities. BCD has agreed to pay Diodes a fee of $6 million in certain circumstances, including in the event BCD’s Board of Directors authorizes BCD to enter into an agreement in respect of a superior proposal. The closing of the transaction is not subject to the Diodes obtaining any financing. The transaction is subject to customary conditions, including regulatory approvals, the affirmative vote of shareholders representing two-thirds or more of the shares present and voting in person or by proxy as a single class at BCD’s shareholder meeting to be held in accordance with the Cayman Companies Law, the affirmative vote of a majority of the shares present and voting in person or by proxy at such shareholder meeting and held by shareholders other than BCD’s directors and executive officers, and no more than 20% of BCD’s issued and outstanding shares have validly exercised and not effectively withdrawn or lost their rights to dissent from the transaction prior to such shareholder meeting pursuant to Section 238 of the Cayman Companies Law. The Board of Directors of BCD has agreed to unanimously recommend that BCD’s shareholders vote in favor of the transaction. BCD has received undertakings from directors and certain officers of BCD to vote in favor of transaction. The Board of Directors of Diodes has approved the transaction. The transaction is expected to close late in the first quarter or early in the second quarter of 2013. The transaction is expected to be accretive in one year. Atlas Technology Group LLC and Duff & Phelps LLC acted as financial advisors and Sheppard Mullin Richter & Hampton LLP acted as legal advisor to Diodes. RBC Capital Markets LLC acted as financial advisor and Scott Anthony, Eva Wang, Carmen Chang, Peng Wang and Anabel Lee, James O’Connell, Rob Heller, Michael Francese, Kathryn Johnson, Bert Wells, David Kornblau, Irene Ma, Lee Tiedrich, Vishnu Shankar and Eric Carlson of Covington & Burling LLP acted as legal advisors to BCD Semiconductor Manufacturing. Leanne Sievers of Shelton Group acted as PR advisor for Diodes. As on February 28, 2013, BCD Semiconductor Manufacturing’s shareholder’s approved the deal.
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