Diodes Incorporated (NasdaqGS:DIOD) entered into an agreement to acquire Lite-On Semiconductor Corp. (TSEC:5305) from Lite-On Capital Corporation and Lite-On Technology Corporation (TSEC:2301) for approximately TWD 13.4 billion ($430 Million) on August 8, 2019. As per the terms, each share of Lite-On Semiconductor stock will be converted into the right to receive TWD 42.50 in cash. As per update on August 30, 2019, Diodes will acquire Lite-On Semiconductor for TWD 2.7 billion. Diodes will acquire 57.2 million shares and 6.49 million shares from Lite-On Capital and Lite-On Technology respectively at TWD 42.5 per share. Diodes expects to fund the purchase price of the acquisition primarily with proceeds from a new financing arrangement co-led by Bank of America, PNC Bank and Wells Fargo Securities. Diodes entered into a new credit agreement that will provide a $670 million (TWD 20.1 billion), three-year secured credit facility to fund the acquisition. The new facility makes available up to $520 million (TWD 15.6 billion) in a term loan, a $150 million (TWD 4.5 billion) revolving credit line and will be funded by a syndicate of banks. Also participating in the bank syndicate are Citibank, Regions Bank, Comerica Bank, Silicon Valley Bank, HSBC Bank USA, and Cadence Bank. Lite-On Semiconductor Corp., has submitted an application to the Taiwan Stock Exchange (TWSE) for delisting of its shares from trading on the TWSE.

The transaction is subject to approval of Lite-On Semiconductor shareholders as well as other customary closing conditions and regulatory approvals including Taiwan Stock Exchange, the Investment Commission, Ministry of Economic Affairs, Fair Trade Commission, Financial Supervisory Committee and other overseas-related governing authorities. The Board of Directors of Diodes and Lite-On Semiconductor have approved the transaction. The transaction was approved at a special meeting of Lite-On Semiconductor shareholders on October 25, 2019. As of January 8, 2020, all customary closing conditions have been met, including approval by the Lite-On shareholders. In conjunction, Diodes has been working through the final process of securing the required regulatory approvals in both Taiwan and China. Diodes provided an update on the regulatory and anti-trust approvals in both Taiwan and China for the transaction. As of March 30, 2020, all regulatory approvals for the acquisition have been received from the Taiwan authorities including Taiwan Fair Trade Commission (TFTC) and the Foreign Investment Approval (FIA) from the Investment Commission of the Ministry of Economic Affairs. On September 22, 2020, the transaction received approval from the China's State Administration for Market Regulation (SAMR) and with the exception of the remaining customary closing conditions, all other conditions have been satisfied which includes the approvals from China's National Development and Reform Commission.

The transaction is expected to be completed in April 2020. As of January 8, 2020, the transaction is expected to close in the second half of 2020. As on March 20, 2020, the transaction has been postponed and expected to be completed in fourth quarter of 2020. The outside date has been extended from May 31, 2020, to December 31, 2020. As of September 23, 2020, the transaction is expected to close by the end of November 2020. As of October 29, 2020, the transaction is expected to complete on November 30, 2020. The transaction is expected to be immediately accretive to revenue, EBITDA and Diodes' GAAP earnings per share. Jack Huang, John C. Lin and Jean Kuo of Jones Day acted as legal counsel to Diodes and Lexcel Partners Attorneys at Law acted as legal counsel for Lite-On Semiconductor.