EX-99.1
2
d497020dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Diodes Incorporated Closes Acquisition of BCD Semiconductor
Manufacturing Limited
Plano, Texas - March 5, 2013 -
Diodes Incorporated (Nasdaq: DIOD), a leading global manufacturer and supplier of high-quality
application specific standard products within the broad discrete, logic and analog semiconductor markets, today announced that it has completed its acquisition of BCD Semiconductor Manufacturing Limited ("BCD") in an all cash deal, valued
at approximately $151 million. Under the terms previously announced, each ordinary share, par value $0.001 per share, of BCD (the "Shares"), including Shares represented by American Depository Shares ("ADSs"), has been converted
into the right to receive cash. Each ADS represents six Shares and has been converted into the right to receive $8.00 in cash, without interest.
Dr. Keh-Shew Lu, Diodes' President and CEO, commented, "As we have worked with the BCD team over the past several weeks, we have come to appreciate more fully the integrity, dedication and
work ethic of their management team and the depth and value inherent in the BCD product portfolio. We have recognized that our companies' cultures are very compatible, and have been able to create a rapid integration plan that will allow us to
accelerate the profitable business opportunity of the combined organization".
Added Mr. Chieh Chang, BCD's CEO, "We have
been very pleased with the aggressive approach Diodes has taken to allow us to close this transaction so expediently. I am optimistic about the opportunity that merging with Diodes offers to our customers, partners, and employees. The BCD management
team and I look forward to being part of this dynamic and growing company".
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 and analog semiconductor markets. Diodes serves the consumer electronics, computing, communications, industrial, and automotive markets. Diodes' products
include diodes, rectifiers, transistors, MOSFETs, protection devices, functional specific arrays, single gate logic, amplifiers and comparators, Hall-effect and temperature sensors; power management devices, including LED drivers, 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' corporate headquarters, logistics center, and
Americas' sales office are located in Plano, Texas. Design, marketing, and engineering centers are located in Plano; San Jose, California; Taipei, Taiwan; Manchester, England; and Neuhaus, Germany. Diodes' wafer fabrication facilities are
located in Kansas City, Missouri and Manchester, with two manufacturing facilities located in Shanghai, China, and two joint venture facilities located in Chengdu, China, as well as manufacturing facilities located in Neuhaus and Taipei. Additional
engineering, sales, warehouse, and logistics offices are located in Fort Worth, Texas; Taipei; Hong Kong; Manchester; Shanghai; Shenzhen, China; Seongnam-si, South Korea; Tokyo, Japan; and Munich, Germany, with support offices throughout the world.
For further information, including SEC filings, visit Diodes' website at
http://www.diodes.com
.
Forward-Looking Statements
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements set forth above 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 statements include statements as to the expected benefits of the acquisition. Potential risks and uncertainties include, but are
not limited to, such factors as: the risk that BCD's business will not be integrated successfully into Diodes'; 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 Diodes' operation; difficulties coordinating Diodes' and BCD'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; the diversion of our management's attention from the management of our business; 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 operation costs, labor shortages,
higher tax rates and our joint venture prospects; 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 other information detailed
from time to time in Diodes' filings with the United States Securities and Exchange Commission.
Recent news releases, annual reports
and SEC filings are available at Diodes' website: http://www.diodes.com. Written requests may be sent directly to Diodes, or they may be e-mailed to: diodes-fin@diodes.com.
###
Company Contact:
Diodes Incorporated
Laura Mehrl
Director, Investor Relations
P:
972-987-3959
E: laura_mehrl@diodes.com
or
Investor Relations Contact:
Shelton Group
Leanne K. Sievers
EVP, Investor Relations
P: 949-224-3874
E: lsievers@sheltongroup.com

EX - 99 . 1 2 d497020dex991 . htm EX - 99 . 1 EX - 99 . 1 Exhibit 99 . 1 Diodes Incorporated Closes Acquisition of BCD Semiconductor Manufacturing Limited Plano , Texas - March 5 , 2013 - Diodes Incorporated ( Nasdaq : DIOD ) , a leading global manufacturer and supplier of high - quality application specific standard products within the broad discrete , logic and analog semiconductor markets , today announced that it has completed its acquisition of BCD Semiconductor Manufacturing Limited ( " BCD " ) in an all cash deal , valued at approximately $ 151 million . Under the terms previously announced , each ordinary share , par value $ 0.001 per share , of BCD ( the " Shares " ) , including Shares represented by American Depository Shares ( " ADSs " ) , has been converted into the right to receive cash . Each ADS represents six Shares and has been converted into the right to receive $ 8.00 in cash , without interest . Dr . Keh - Shew Lu , Diodes ' President and CEO , commented , " As we have worked with the BCD team over the past several weeks , we have come to appreciate more fully the integrity , dedication and work ethic of their management team and the depth and value inherent in the BCD product portfolio . We have recognized that our companies ' cultures are very compatible , and have been able to create a rapid integration plan that will allow us to accelerate the profitable business opportunity of the combined organization " . Added Mr . Chieh Chang , BCD 's CEO , " We have been very pleased with the aggressive approach Diodes has taken to allow us to close this transaction so expediently . I am optimistic about the opportunity that merging with Diodes offers to our customers , partners , and employees . The BCD management team and I look forward to being part of this dynamic and growing company " . 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 and analog semiconductor markets . Diodes serves the consumer electronics , computing , communications , industrial , and automotive markets . Diodes ' products include diodes , rectifiers , transistors , MOSFETs , protection devices , functional specific arrays , single gate logic , amplifiers and comparators , Hall - effect and temperature sensors ; power management devices , including LED drivers , 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 ' corporate headquarters , logistics center , and Americas ' sales office are located in Plano , Texas . Design , marketing , and engineering centers are located in Plano ; San Jose , California ; Taipei , Taiwan ; Manchester , England ; and Neuhaus , Germany . Diodes ' wafer fabrication facilities are located in Kansas City , Missouri and Manchester , with two manufacturing facilities located in Shanghai , China , and two joint venture facilities located in Chengdu , China , as well as manufacturing facilities located in Neuhaus and Taipei . Additional engineering , sales , warehouse , and logistics offices are located in Fort Worth , Texas ; Taipei ; Hong Kong ; Manchester ; Shanghai ; Shenzhen , China ; Seongnam - si , South Korea ; Tokyo , Japan ; and Munich , Germany , with support offices throughout the world . For further information , including SEC filings , visit Diodes ' website at http://www.diodes.com . Forward - Looking Statements Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 : Any statements set forth above 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 statements include statements as to the expected benefits of the acquisition . Potential risks and uncertainties include , but are not limited to , such factors as : the risk that BCD 's business will not be integrated successfully into Diodes ' ; 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 Diodes ' operation ; difficulties coordinating Diodes ' and BCD '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 ; the diversion of our management 's attention from the management of our business ; 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 operation costs , labor shortages , higher tax rates and our joint venture prospects ; 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 other information detailed from time to time in Diodes ' filings with the United States Securities and Exchange Commission . Recent news releases , annual reports and SEC filings are available at Diodes ' website : http://www.diodes.com . Written requests may be sent directly to Diodes , or they may be e - mailed to : diodes-fin@diodes.com . # # # Company Contact : Diodes Incorporated Laura Mehrl Director , Investor Relations P : 972 - 987 - 3959 E : laura_mehrl@diodes.com or Investor Relations Contact : Shelton Group Leanne K . Sievers EVP , Investor Relations P : 949 - 224 - 3874 E : lsievers@sheltongroup.com
O O O O O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O B-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY O O O O O O O O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O