ALPHA & OMEGA SEMICONDUCTOR Ltd AOSL

election_required = True...will I be subject to proration? If you own, beneficially or of record, fewer than 100 shares in the aggregate, you validly tender all of these shares at or below the Purchase Price prior to the Expiration Time (and do not validly withdraw such shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw your tendered shares at any time prior to the...

expiry = 2015-07-07...COMMON SHARES FOR AN AGGREGATE PURCHASE PRICE NOT EXCEEDING $30.0 MILLION AT A PER SHARE PURCHASE PRICE NOT LESS THAN $8.50 PER SHARE NOR GREATER THAN $9.20 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JULY 7, 2015, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). Alpha and Omega Semiconductor Limited, a Bermuda exempted company (the “Company,” “AOS,” “we,” or “us”), is offering to purchase for cas...

listed = True...12.4% of issued and outstanding shares of the Company as of May 31, 2015. The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions. See Sections 7 and 9. Our shares are listed on The NASDAQ Global Market (“NASDAQ”) and trade under the symbol “AOSL.” On June 5, 2015 the reported closing price of our shares on NASDAQ was $8.37 per share. You are urged to obtain current market quotations for our shares before deciding whether, and at what price or prices, to tender your shares pursuant to the Offer. See Section 8. Neither the Securities and...

mechanism = DUTCH...empted company (the “Company,” “AOS,” “we,” or “us”), is offering to purchase the Shares. See Section 1. What will be the Purchase Price for the shares and what will be the form of payment? We are conducting an offer by means of a procedure commonly called a “modified Dutch auction.” Upon the terms and subject to the conditions of the Offer, we are offering to purchase for cash our common shares, $0.002 par value (“common shares” or “shares”), pursuant to (i) Auction Tenders at prices specified by the tendering shareholders of not less than $8.50 nor greater than $9.20 per share or (ii) Purchase Price Tenders. We a...

mechanism = DUTCHEX-99.(A)(5)(C) 2 c414953_ex99-a5c.htm EXHIBIT (A)(5)(C) Exhibit (a)(5)(C) Alpha and Omega Semiconductor Announces Preliminary Results of Its Modified Dutch Auction Tender Offer SUNNYVALE, California, July 8, 2015 - Alpha and Omega Semiconductor Limited (“AOS” or the “Company”) (NASDAQ: AOSL), today announced the preliminary results of its modified “Dutch auction” tender offer, which expired at 11:59 p.m., New York City time, on July 7, 2015. The tender offer is part of the Company’s existing $50 mi...

mechanism = FIXED...Tender Offer, approximately 86.97% of each tendering shareholder’s validly tendered shares (other than “odd lot” holders whose shares were purchased on a priority basis). The Company accepted for purchase 3,296,703 shares of the Company’s common shares, at a purchase price of $9.10 per share, for an aggregate purchase price of $29,999,997.30, excluding fees and expenses relating to the Tender Offer. These shares represent approximately 12.53% of the total number of the Company’s common shares issued and outstanding as of June 30, 2015.” Item 11. Additional Information. Item 11 of the Schedule TO is hereby amended and supplem...

must_tender_all = True...tendered and not validly withdrawn prior to the Expiration Time would result in an aggregate purchase price of more than $30.0 million, we will purchase shares in the following order of priority: • First, from all holders of “odd lots” of less than 100 shares who validly tender all of their shares at or below the Purchase Price, and do not validly withdraw them prior to the Expiration Time (tenders of less than all of the shares owned, beneficially or of record, by such “odd lot” shareholders will not qualify for this preference); • Second, from all other shareholders who validly tender shares at or below the Purchase Price, and d...

price = USD 8.5-9.2...r. Promptly after the Expiration Time, we will, upon the terms and subject to the conditions of the Offer, determine a single price per share (the “Purchase Price”), which will be not less than $8.50 and not greater than $9.20 per share, that we will pay for outstanding shares validly tendered in the Offer and not validly withdrawn. The Purchase Price will be the lowest price per share, not less than $8.50 and not greater than $9.20 per share...

price = USD 9.1...rust Company, N.A., the depositary for the tender offer, a total of 3,535,613 shares of the Company’s common shares were validly tendered and not validly withdrawn at or below the purchase price of $9.10 per share. In addition, the Company has been advised by the depositary that a total of 270,776 shares of the Company’s common shares were tendered through notice of guaranteed delivery at or below the purchase price of $9.10. Bec...

price = USD 9.1...ered shares (other than “odd lot” holders whose shares were purchased on a priority basis). The Company accepted for purchase 3,296,703 shares of the Company’s common shares, at a purchase price of $9.10 per share, for an aggregate purchase price of $29,999,997.30, excluding fees and expenses relating to the Tender Offer. These shares represent approximately 12.53% of the total number of the Company’s common shares issued and out...

priority = True...hase Price or pursuant to Purchase Price Tenders will receive the Purchase Price, payable in cash, without interest, but subject to applicable withholding taxes, for all shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to “odd lot” priority, proration and conditional tender described below. Under a Purchase Price Tender, shares will be purchased, upon the terms and subject to the conditions of the Offer, at the Purchase Price. If you wish to maximize the chance that your shares will be purchased by us in the Offer, you should validly tender your shares pursuant to a Purchas...

threshold = 100...ecified number of shares, it is possible that none of those shares will be purchased. Odd Lots. The term “odd lots” means all shares validly tendered prior to the Expiration Time at prices at or below the Purchase Price and not validly withdrawn by any person who owned, beneficially or of record, a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd lots will be accepted for...

txn_type = TENDER_OFFEREX-99.A1A 2 b412462_exha1a.htm EXHIBIT (A)(1)(A) Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH ITS OUTSTANDING COMMON SHARES FOR AN AGGREGATE PURCHASE PRICE NOT EXCEEDING $30.0 MILLION AT A PER SHARE PURCHASE PRICE NOT LESS THAN $8.50 PER SHARE NOR GREATER THAN $9.20 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JULY 7, 2015, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TI...

txn_type = TENDER_OFFEREX-99.(A)(5)(C) 2 c414953_ex99-a5c.htm EXHIBIT (A)(5)(C) Exhibit (a)(5)(C) Alpha and Omega Semiconductor Announces Preliminary Results of Its Modified Dutch Auction Tender Offer SUNNYVALE, California, July 8, 2015 - Alpha and Omega Semiconductor Limited (“AOS” or the “Company”) (NASDAQ: AOSL), today announced the preliminary results of its modified “Dutch auction” tender offer, which expired at 11:59 p.m., New York City time, on July 7, 2015. The tender offer is part of the Company’s existing $50 million repurch...

txn_type = TENDER_OFFER...ite 700 Palo Alto, California 94306 (650) 843-4000 Calculation of Filing Fee Transaction Value(1) Amount of filing fee(2) $30,000,000 $3,486.00 (1) The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase up to $30.0 million in value of the issuer’s common shares, $0.002 par value, at a per share price not less than $8.50 per share nor greater than $9.20 per share. (2) Previously paid. The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 fo...

accepted = 3296703...the terms of the Tender Offer, approximately 86.97% of each tendering shareholder’s validly tendered shares (other than “odd lot” holders whose shares were purchased on a priority basis). The Company accepted for purchase 3,296,703 shares of the Company’s common shares, at a purchase price of $9.10 per share, for an aggregate purchase price of $29,999,997.30, excluding fees and expenses relating to the Tender Offer. These shares represent approximately 12.53% of the total number of the Company’s common shares iss...

expired_on = 2015-07-07...e TO and the Tender Offer. Item 4. Terms of the Transaction Paragraph (a) of Item 4 of the Schedule TO is hereby amended and supplemented by adding the following to the end thereof: “The Tender Offer expired at 11:59 p.m., New York City time, on July 7, 2015. Because the Tender Offer was oversubscribed, the Company accepted, on a pro rata basis and in accordance with the terms of the Tender Offer, approximately 86.97% of each tendering shareholder’s validly tendered shares (other than “odd lot” holders whose shares were purchased on...

final_price = 9.1...hareholder’s validly tendered shares (other than “odd lot” holders whose shares were purchased on a priority basis). The Company accepted for purchase 3,296,703 shares of the Company’s common shares, at a purchase price of $9.10 per share, for an aggregate purchase price of $29,999,997.30, excluding fees and expenses relating to the Tender Offer. These shares represent approximately 12.53% of the total number of the Company’s common shares issued and outstanding as of June 30, 2015.” Item 11. Additional Informati...