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Lite-On Semiconductor disposes of On-Bright Shares, hoping to accelerate its share swap with Diodes Taiwan   2020-01-08

(Jan 8th, 2020, Taipei News) In order to facilitate the review by the competent authority of China on the share swap transaction between Lite-On Semiconductor Corp. (TWSE: 5305, "LSC") and Diodes Technologies Taiwan Co., Ltd. ("Diodes Taiwan") and in the consideration of market sentiment, LSC held a board meeting on January 8th, 2020 where a resolution has been reached to dispose of 16.5% shareholding (9,237,734 shares) of On-Bright Electronics Incorporated (TWSE: 4947, "On-Bright") held by LSC to Orthosie Investment Holdings Ltd. ("Orthosie") in the hope that the competent authority of China will speed up the review so the share swap between LSC and Diodes Taiwan can be completed as soon as possible.

On-Bright also held a board meeting on the same day where a resolution has been reached to implement a merger between On-Bright and Euporie Investment Holdings Limited, a wholly-owned subsidiary of Orthosie, and On-Bright will become the wholly-owned subsidiary of Orthosie post-merger ("On-Bright Merger").

Since LSC plans to dispose of shares of On-Bright as soon as possible and the merger takes time, based on resolution of the board meeting, LSC signed a share purchase agreement with Orthosie to sell 16.5% shares of On-Bright to Orthosie at the closing price on the trading day designated by LSC and by way of after-hours block trade in accordance with the Securities and Exchange Act.  The transaction shall be consummated on the next trading date.

Upon completion of the above share transaction, Orthosie will own 16.5% of On-Bright shares prior to the completion of On-Bright Merger, and LSC will still own 14.69% of On-Bright shares.  Upon On-Bright Merger being approved by the shareholders meeting of On-Bright and approvals from relevant competent authorities been granted, 14.69% of On-Bright shares will be exchanged to NTD230 in cash per share as merger consideration on the merger record date of On-Bright Merger.  This merger consideration may be subject to adjustment according to the agreement between Orthosie and On-Bright.
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