02micro (OIIM) Confirms Preliminary Non-Binding Acquisition Proposal

O2Micro International Limited (NASDAQ Global Select Market: OIIM) (“O2Micro” or the “Company”), a global leader in the design, development and marketing of high-performance integrated circuits and solutions, today announced that its board of directors (the “Board”) has received an updated preliminary non-binding proposal letter (the “Proposal Letter”), dated May 20, 2022, from FNOF Precious Honour Limited (“FNOF”), Mr. Sterling Du, the Chief Executive Officer and the Chairman of the Board, and Mr. Perry Kuo, the Chief Financial Officer and a director of the Company (collectively, the “Consortium”), to acquire all of the outstanding ordinary shares of the Company (including shares represented by American depositary shares (the “ADSs”), each representing 50 shares of the Company) that are not already owned by the Consortium or otherwise rolled over, for a purchase price of US$5.50 per ADS (or US$0.11 per ordinary share) in cash (the “Proposed Transaction”). A copy of the Proposal Letter is attached hereto as Exhibit A.

The Proposal Letter updates the preliminary non-binding proposal letter submitted by FNOF to the Company on March 14, 2022. The Proposal Letter states, among others, that the members of the Consortium have agreed to work exclusively with each other in pursuing the Proposed Transaction and they do not intend to sell their ordinary shares or ADSs to any third party or support any competing bid while remaining a member of the Consortium.

As previously announced, the Board had formed a special committee consisting of two independent directors (the “Special Committee”) to evaluate the Proposed Transaction, or any alternative strategic option that the Company may pursue. The Special Committee will continue to evaluate the Proposed Transaction in light of the latest development.

The Board cautions the Company’s shareholders and others considering trading the Company’s securities that no decisions have been made with respect to the Proposal Letter, the Proposed Transaction, or any alternative strategic option that the Company may pursue. There can be no assurance that the Consortium will make any definitive offer to the Company, that any definitive agreement relating to the Proposal Letter will be entered into between the Company and Consortium, or that the Proposed Transaction or any other similar transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to the Proposed Transaction or any other transaction, except as required under applicable law.

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