DIODES INC /DEL/ FILES (8-K) Disclosing Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 5, 2013, Diodes Incorporated (the "Company") completed its acquisition
of BCD Semiconductor Manufacturing Limited ("BCD") pursuant to the Agreement and
Plan of Merger dated December 26, 2012 (the "Merger Agreement"), by and between
the Company and BCD. Under the Merger Agreement, each ordinary share, par value
$0.001 per share, of BCD (the "Shares"), including Shares represented by
American Depository Shares ("ADSs"), were cancelled in exchange for the right to
receive $1.33-1/3 in cash per Share, without interest. Each ADS represented six
Shares and was converted into the right to receive $8.00 in cash, without
interest. The aggregate consideration was approximately $151 million. BCD is a
leading analog integrated device manufacturer based in the People's Republic of
China, specializing in the design, manufacture and sale of power management
The foregoing summary of the Merger Agreement is qualified in its entirety by
the copy of the Merger Agreement filed with the Securities and Exchange
Commission as Exhibit 10.74 to the Company's Annual Report on Form 10-K filed
February 27, 2013 and incorporated herein by reference.
The consideration paid in connection with the acquisition of BCD was funded by
advances under the Credit Agreement (the "Credit Agreement") dated January 8,
2013, by and among the Company, certain subsidiaries of the Company, Bank of
America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and
the other lenders parties thereto. The Credit Agreement is described in the
Company's Current Report on Form 8-K filed January 11, 2013 under Item 1.01,
which description is incorporated herein by reference, and a copy of the Credit
Agreement was attached thereto as Exhibit 99.1.
Item 7.01. Regulation FD Disclosure.
On March 5, 2013, the Company issued a press release announcing that the Company
has completed its acquisition of BCD as described in Item 2.01 above. A copy of
the press release is attached as Exhibit 99.1 to this Report and is incorporated
herein by this reference.
The information in this Item 7.01, including Exhibit 99.1, will not be treated
as filed for the purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to the liabilities of that section.
This information will not be incorporated by reference into a filing under the
Securities Act of 1933, or into another filing under the Exchange Act, unless
that filing expressly refers to specific information in this Report. The
furnishing of the information in this Item 7.01 is not intended to, and does
not, constitute a representation that such furnishing is required by Regulation
FD or that the information in this Item 7.01 is material information that is not
otherwise publicly available.
Cautionary Information Regarding Forward-Looking Statements
Except for the historical and factual information contained in the press release
attached as Exhibit 99.1, the matters set forth in the press release (including
statements as to the expected benefits of the acquisition and other statements
identified by words such as "estimates," "expects," "projects," "plans," "will"
and similar expressions) are forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially, including: the risk that
BCD's business will not be integrated successfully into the Company's; the risk
that the expected benefits of the acquisition may not be realized; the risk that
BCD's standards, procedures and controls will not be brought into conformance
within the Company's operations; difficulties coordinating the Company's and
BCD's new product and process development, hiring additional management and
other critical personnel, and increasing the scope, geographic diversity and
complexity of the Company's operations; difficulties in consolidating facilities
and transferring processes and know-how; difficulties in reducing the costs of
BCD's business; the diversion of our management's attention from the management
of our business; the risk that we may not be able to maintain our current growth
strategy or continue to maintain our current performance, costs and loadings in
our manufacturing facilities; risks of domestic and foreign operations,
including excessive operating costs, labor shortages, higher tax rates and our
joint venture prospects; the risk of unfavorable currency exchange rates; our
future guidance may be incorrect; the global economic weakness may be more
severe or last longer than we currently anticipated; and the impact of
competition and other risk factors relating to our industry and business as
detailed from time to time in the Company's reports filed with the SEC. You
should not place undue reliance on these forward-looking statements, which speak
only as of the date of the press release. The Company undertakes no obligation
to update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
--------------------------------------------------------------------------------Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements of BCD required by this Item are not included in this
Current Report on Form 8-K. Such financial statements will be filed by amendment
no later than 71 calendar days after the date of the filing of this initial
Current Report on Form 8-K.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item is not included in
this Current Report on Form 8-K. Such pro forma financial information will be
filed by amendment no later than 71 calendar days after the date of the filing
of this initial Current Report on Form 8-K.
Exhibit No. Description
99.1 Press release dated March 5, 2013
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