M&A - ALPHA & OMEGA SEMICONDUCTOR Ltd

Form Type: 8-K

Filing Date: 2025-07-14

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025034832

Filing Summary: On July 14, 2025, Alpha & Omega Semiconductor Limited ("AOS Bermuda") and its subsidiary, Alpha & Omega Semiconductor (Shanghai) Ltd. ("AOS Shanghai"), entered into an equity transfer agreement with a strategic investor to sell approximately 20.3% of the outstanding equity interest in their joint venture located in Chongqing, China, focused on power semiconductor packaging, testing, and 12-inch wafer fabrication. The investor will pay an aggregate cash consideration of USD $150 million, structured in four installments: USD $94 million upon satisfying specific conditions related to AOS Shanghai; USD $11 million contingent on additional conditions related to AOS Bermuda; USD $30 million upon shareholder approvals for the exit of minority shareholders; and USD $15 million based on further conditions regarding regulatory approvals by government authorities. The terms include customary representations, warranties, and covenants, along with termination provisions. A press release announcing this agreement was also issued on the same day. The transaction is expected to close before the end of 2025, pending the receipt of the installment payments and fulfillment of all conditions.