Diodes Incorporated (DIOD)

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Diodes, Inc. (DIOD)

Acquisition of BCD Semiconductor Manufacturing Limited Conference Call

December 27, 2012 11:00 am ET


Brett Perry – Investor Relations

Keh-Shew Lu – President and Chief Executive Officer

Richard D. White – Chief Financial Officer, Secretary and Treasurer

Chieh Chang – Chairman and Chief Executive Officer


J. Steven Smigie – Raymond James & Associates, Inc.

Gary W. Mobley – The Benchmark Co. LLC

Harsh V. Kumar – Stephens, Inc.

Nick Clare – Robert W. Baird & Co.

Shawn Harrison – Longbow Research



Good morning and welcome to Diodes Incorporated Conference call regarding its proposed acquisition of BCD Semiconductor Manufacturing Limited. At this time all participants are in listen-only mode. At the inclusion of today's conference call, instructions will be given for the question-and-answer session. (Operator Instructions) As a reminder this conference call is being recorded today Thursday, December 27, 2012.

I would now like to turn the call to Shelton Group, the Investor Relations Agencies for Diodes Incorporated, Brett. Please go ahead.

Brett Perry

Good morning and thank you for joining our conference call today to discuss the proposed acquisition of BCD Semiconductor. I’m Brett Perry with Shelton Group Diodes Investor Relations firm. With us today are Diodes President and CEO, Dr. Keh-Shew Lu; Chief Financial Officer, Rick White; Senior Vice President of Sales and Marketing, Mark King; Director of Investor Relations, Laura Mehrl; and also joining us and available for questions is BCD Semiconductor’s CEO, Chieh Chang.

If you have not yet received a copy of the press release, you can access the copy on Diodes’ website at www.diodes.com under the Investor Relations section. There is a slide presentation that we will be using in conjunction with today’s call that may be accessed through the webcast link on Diodes website. A pdf version of the slide presentation is also posted in the Investor Relations sections.

The slide presentation and management’s statements during this conference call will include discussions of certain measures and financial information in both GAAP and non-GAAP terms. Included in the Company’s slides are definitions and reconciliations of GAAP net income, the EBITDA which provides additional details.

Before I turn the call over to Dr. Lu, I would like to remind our listeners that management’s prepared remarks contain forward-looking statements which are subject to risks and uncertainties and management may make additional forward-looking statements in responses to your questions.

These forward-looking statements include, but are not limited to statements related to the benefits of the proposed transaction between Diodes Incorporated and BCD Semiconductor. These forward-looking statements are based on information available to Diodes and BCD as of today, December 27, 2012, and current expectations, forecasts and assumptions involve a number of risks and uncertainties.

Actual results may differ materially from these forward-looking statements, and therefore we refer you to a more detailed discussion of the risks and uncertainties in the Company’s filings with the Securities and Exchange Commission. The Company claims the protection of the safe harbor, forward-looking statements that’s contained in the Private Securities Litigation Reform Act of 1995 and assumes no obligation to update these projections in the future as market conditions may or may not change.

For those of you unavailable to listen to the entire call at this time, a recording will be available via webcast for 60 days in the Investor Relations section of Diodes website at www.diodes.com.

And now, it’s my pleasure to turn the call over to Diodes President and CEO, Dr. Keh-Shew Lu.

Keh-Shew Lu

Thank you, Brett. Welcome everyone and thank you for joining us today. We are very excited about today’s announcement regarding the proposed acquisition of BCD Semiconductor by Diodes. This transaction offers substantial synergies and a compelling strategic rationale of both companies’ customer, employee, and shareholder. As we would discuss today, this transaction make all our acquisition material and with also the immediately accretive to GAAP and earning per share.

As Brett mentioned, there is a slide presentation available on our website, which I’ll now review with you as part of today’s call, before we open the call for your questions.

Let’s look at the slide 3, a winning combination. Diodes acquisition of BCD Semiconductor creates a stronger global company with greater enhanced analog offering. When looking at the strength and the expertise of each company, Diodes had high volume Discrete, Analog and Logic products. Cost efficient packaging capability, strong global presence, a broad product and customer base, and we focus on consumer, computing, and industrial market.

BCD Semiconductor had solid standard Linear and Power Management offering. They have very strong AC to DC solutions for Switch-Mode Power Supply charger and adaptor. Cost effective China wafer fab capability and capacity, the extensive China-based development team and a very strong local market position in China.

When combined, there are many synergies including expanded application platform in the broader Analog footprint. Manufacturing synergies, operating synergies, and a common diversification, expanded customer base and the distribution channel as well as expanded position in China.

Slide four, at the effective date of the merge. Each American Depository Share, which represents six ordinary share of BCD, will be converted into the right to receive $8 in cash without interest, that aggregate consolidation will be approximately $151 million. the acquisition is expected to close today in the first quarter or earlier in the second quarter of 2013. The goal of the both company had approved the transaction, which is still subject to approve by BCD’s shareholders as well as other customary closing condition and the regulatory approval.

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