Alpha & Omega (AOSL) Commences Modified 'Dutch Auction' Tender for $30M Common Shares

Alpha & Omega (NASDAQ: AOSL) announced that it is commencing a modified "Dutch auction" tender offer to purchase for cash its outstanding common shares for an aggregate purchase price of no more than $30 million. The tender offer is part of the Company's existing $50 million repurchase program that was previously approved by the Board of Directors in April 2015. The tender offer will expire at 11:59 p.m., New York City time, on July 7, 2015.

Pursuant to the tender offer, the Company's shareholders may tender all or a portion of their shares (1) at a price specified by the tendering shareholder of not less than $8.50 and not greater than $9.20 per share or (2) without specifying a purchase price, in which case their shares will be purchased at the purchase price determined in accordance with the tender offer. When the tender offer expires, the Company will determine the lowest price within the range of prices specified above (the "Purchase Price") that will enable the Company to purchase the number of shares of its outstanding common shares having an aggregate purchase price not exceeding $30 million. Only shares validly tendered at prices at or below the Purchase Price, and not validly withdrawn, will be eligible for purchase in the Offer. Shares validly tendered will not be purchased if the price specified by the shareholder is greater than the Purchase Price. Shareholders will receive the Purchase Price in cash, subject to applicable withholding tax and without interest, for shares tendered at prices equal to or less than the purchase price, subject to the conditions of the tender offer, including the provisions relating to proration, "odd lot" priority and conditional tenders. The Company also reserves the right to purchase up to an additional 2% of its outstanding common shares without extending the tender offer.

The tender offer will not be conditioned upon any minimum number of shares being tendered; however, the tender offer will be subject to a number of other terms and conditions specified in the Offer to Purchase filed with the Securities and Exchange Commission ("SEC"). Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer. B. Riley & Co., LLC is acting as dealer manager, Georgeson Inc. is serving as information agent for the tender offer and Computershare Trust Company, N.A. is acting as the depositary for the tender offer.

The Company's Board of Directors has authorized the tender offer. However, none of the company, the company's Board of Directors, the dealer manager, the information agent or the depositary makes any recommendation to shareholders as to whether to tender or refrain from tendering their shares or as to the price or prices at which shareholders may choose to tender their shares. No person is authorized to make any such recommendation. Shareholder must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which their shares should be tendered. In doing so, shareholders should read carefully the information in, or incorporated by reference in, the Offer to Purchase and in the Letter of Transmittal (as they may be amended or supplemented), including the purposes and effects of the offer. Shareholders are urged to discuss their decisions with their own tax advisors, financial advisors and/or brokers.

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