Diodes to Acquire BCD Semi Manufacturing for ~$151M

Diodes Incorporated DIOD, a leading global manufacturer and supplier of high-quality application specific standard products within the broad discrete, logic and analog semiconductor markets, and BCD Semiconductor Manufacturing Limited ("BCD Semiconductor" or "BCD") BCDS, a leading analog integrated device manufacturer incorporated in the Cayman Islands, today announced that Diodes has entered into an Agreement and Plan of Merger to acquire BCD. Highlights of the transaction include: * Combined trailing twelve months (“TTM”) reported revenue of approximately $750 million with significant cross-selling opportunities; * Expected to be immediately accretive to Diodes' GAAP earnings per share; * Strengthens Diodes' analog product portfolio by expanding its standard linear and power management offerings; * Broadens Diodes' presence in Asia through BCD's strong local market position in China; * Enhances market and margin expansion opportunities by leveraging Diodes' cost-effective manufacturing and packaging capabilities; * Expands design and manufacturing capabilities for increased capacity and scale; and * Expected to result in revenue, operating and cost synergies. At the effective date of the merger, each American Depository Share, which represents six ordinary shares of BCD, will be converted into the right to receive $8.00 in cash, without interest. The aggregate consideration will be approximately $151 million. The boards of both companies have approved the transaction, which is still subject to approval by BCD's shareholders, as well as other customary closing conditions and regulatory approvals. The transaction is expected to close late in the first quarter of 2013 or early in the second quarter.