Diodes Incorporated to Acquire BCD Semiconductor Manufacturing Limited

  Diodes Incorporated to Acquire BCD Semiconductor Manufacturing Limited

   All-Cash Transaction Valued at $151 Million for BCD Semiconductor’s $137
Million in TTM Revenue and Approximately $39 Million of Cash Equivalents as of
                              September 30, 2012

Business Wire

PLANO, Texas & SHANGHAI -- December 26, 2012

Diodes Incorporated (Nasdaq: DIOD), a leading global manufacturer and supplier
of high-quality application specific standard products within the broad
discrete, logic and analog semiconductor markets, and BCD Semiconductor
Manufacturing Limited ("BCD Semiconductor" or "BCD") (Nasdaq: BCDS), a leading
analog integrated device manufacturer incorporated in the Cayman Islands,
today announced that Diodes has entered into an Agreement and Plan of Merger
to acquire BCD.

Highlights of the transaction include:

  *Combined trailing twelve months (“TTM”) reported revenue of approximately
    $750 million with significant cross-selling opportunities;
  *Expected to be immediately accretive to Diodes’ GAAP earnings per share;
  *Strengthens Diodes’ analog product portfolio by expanding its standard
    linear and power management offerings;
  *Broadens Diodes’ presence in Asia through BCD’s strong local market
    position in China;
  *Enhances market and margin expansion opportunities by leveraging Diodes’
    cost-effective manufacturing and packaging capabilities;
  *Expands design and manufacturing capabilities for increased capacity and
    scale; and
  *Expected to result in revenue, operating and cost synergies.

At the effective date of the merger, each American Depository Share, which
represents six ordinary shares of BCD, will be converted into the right to
receive $8.00 in cash, without interest. The aggregate consideration will be
approximately $151 million. The boards of both companies have approved the
transaction, which is still subject to approval by BCD’s shareholders, as well
as other customary closing conditions and regulatory approvals. The
transaction is expected to close late in the first quarter of 2013 or early in
the second quarter.

Commenting on the transaction, Dr. Keh-Shew Lu, President and Chief Executive
Officer of Diodes, stated, “This proposed acquisition underscores Diodes’
strategy to expand our market and growth opportunities through select
strategic acquisitions. This transaction will greatly enhance our analog
product portfolio by expanding our standard linear and power management
offerings, including AC/DC and DC/DC solutions for power adapters and
chargers, as well as other electronics products. BCD’s established presence in
Asia with a particularly strong local market position in China offers Diodes
even greater penetration of the consumer, computing and communications
markets. Likewise, Diodes can achieve increased market penetration for BCD’s
products by leveraging our global customer base and sales channels. In
addition, BCD has in-house manufacturing capabilities in China, as well as a
cost-effective development team that can be deployed across multiple Diodes’
product families. We will also be able to apply Diodes’ packaging capabilities
and expertise to BCD’s products in order to improve cost efficiencies,
utilization as well as product mix.”

Dr. Lu concluded, “Diodes has a successful track record of combining
businesses to achieve revenue expansion, cost reductions and improved
profitability. BCD employees are a key asset, and we look forward to
integrating them into the Diodes family as we work closely with our customers
to familiarize them with our new expanded offerings, while continuing to
provide exceptional service and support.”

Commenting on the proposed acquisition, Mr.Chieh Chang, Chief Executive
Officer of BCD Semiconductor, said, “We arepleased to have reached this
agreement becausewe believe thatBCD Semiconductor becoming a part of Diodes
represents a compelling opportunity for our customers, employees and
shareholders. Thistransactionprovides liquidity at a significant premium for
our shareholders and the combined company greatly strengthens the analog
offerings and market opportunities for our customers."

Atlas Technology Group LLC and Duff & Phelps LLC acted as financial advisors
and Sheppard Mullin Richter & Hampton LLP acted as legal counsel to Diodes
Incorporated. RBC Capital Markets LLC acted as exclusive financial advisor and
Covington & Burling LLP acted as legal counsel to BCD Semiconductor.

Conference Call and Slide Presentation Information

Diodes will host a conference call on Thursday, December 27, 2012 at 10:00
a.m. Central Time (11:00 a.m. Eastern Time). This conference call will be
broadcast live over the Internet with a slide presentation and can be accessed
by all interested parties on the Investor section of Diodes' website at
http://www.diodes.com. On the call Dr. Keh-Shew Lu, Diodes’ President and
Chief Executive Officer, Rick White, Diodes’ Chief Financial Officer, Mark
King, Diodes’ Senior Vice President of Sales and Marketing, Laura Mehrl,
Diodes’ Director of Investor Relations, and Mr. Chieh Chang, Chief Executive
Officer of BCD Semiconductor, will discuss the proposed acquisition. Investors
and analysts are invited to participate on the call. To listen to the live
call, please go to the Investor section of Diodes website and click on the
Conference Call link at least fifteen minutes prior to the start of the call
to register, download, and install any necessary audio software.

When:              Thursday, December 27, 2012
Time:               10:00 a.m. CT / 11:00 a.m. ET
Dial in:            (800) 706-7749; outside the U.S. +1 (617) 614-3474
Participant Code:   25036148
Live Webcast:       http://investor.diodes.com
                    

For those unable to participate during the live broadcast, a replay will be
available shortly after the call and will be available on Diodes' website for
approximately 60 days. The replay number is (888) 286-8010 with a pass code of
87654471. International callers should dial +1 (617) 801-6888 and enter the
same pass code at the prompt.

Further details of the transaction and arrangement are set out in Diodes’
Current Report on Form 8-K filed with the Securities and Exchange Commission
on December 26, 2012.

About BCD Semiconductor

BCD Semiconductor Manufacturing Limited is a leading analog integrated device
manufacturer, or IDM, based in China, specializing in the design, manufacture
and sale of power management integrated circuits. BCD’s broad product
portfolio targets primarily rapidly growing, high volume market segments such
as mobile phones, LCD televisions and monitors, personal computers, adapters
and chargers. As an IDM, BCD integrates product design and process technology
to optimize product performance and cost, and offers system-level solutions
with quality and reliability. BCD’s China-based operations also give it
immediate access to the fast growing electronics industry in Asia, enabling
BCD to align its product development efforts with market trends and provide
timely and effective technical support to its customers. For more information,
please visit http://www.bcdsemi.com.

About Diodes Incorporated

Diodes Incorporated (Nasdaq: DIOD), a Standard and Poor's SmallCap 600 and
Russell 3000 Index company, is a leading global manufacturer and supplier of
high-quality application specific standard products within the broad discrete,
logic and analog semiconductor markets. Diodes serves the consumer
electronics, computing, communications, industrial, and automotive markets.
Diodes' products include diodes, rectifiers, transistors, MOSFETs, protection
devices, functional specific arrays, single gate logic, amplifiers and
comparators, Hall-effect and temperature sensors; power management devices,
including LED drivers, DC-DC switching and linear voltage regulators, and
voltage references along with special function devices, such as USB power
switches, load switches, voltage supervisors, and motor controllers. Diodes’
corporate headquarters, logistics center, and Americas' sales office are
located in Plano, Texas. Design, marketing, and engineering centers are
located in Plano; San Jose, California; Taipei, Taiwan; Manchester, England;
and Neuhaus, Germany. Diodes’ wafer fabrication facilities are located in
Kansas City, Missouri and Manchester, with two manufacturing facilities
located in Shanghai, China, and two joint venture facilities located in
Chengdu, China, as well as manufacturing facilities located in Neuhaus and
Taipei. Additional engineering, sales, warehouse, and logistics offices are
located in Fort Worth, Texas; Taipei; Hong Kong; Manchester; Shanghai;
Shenzhen, China; Seongnam-si, South Korea; Tokyo, Japan; and Munich, Germany,
with support offices throughout the world. For further information, including
SEC filings, visit Diodes’ website at http://www.diodes.com.

Forward-Looking Statements

Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995: Any statements set forth above that are not historical facts are
forward-looking statements that involve risks and uncertainties that could
cause actual results to differ materially from those in the forward-looking
statements. Such statements include statements as to: the expected benefits of
the acquisition, including the acquisition being immediately accretive; the
efficiencies, cost savings, revenues, and enhanced product offerings, market
position, and design and manufacturing capabilities of Diodes after the
acquisition; and other statements identified by words such as “estimates,”
“expects,” “projects,” “plans,” “will” and similar expressions. Potential
risks and uncertainties include, but are not limited to, such factors as: the
possibility that the transaction may not be consummated, including as a result
of any of the conditions precedent; the risk that BCD’s business will not be
integrated successfully into Diodes’; the risk that the expected benefits of
the acquisition may not be realized, including the realization of the
accretive effect of the acquisition; the risk that BCD’s standards, procedures
and controls will not be brought into conformance within Diodes’ operation;
difficulties coordinating Diodes’ and BCD’s new product and process
development, hiring additional management and other critical personnel, and
increasing the scope, geographic diversity and complexity of Diodes’
operations; difficulties in consolidating facilities and transferring
processes and know-how; the diversion of our management’s attention from the
management of our business; we may not be able to maintain our current growth
strategy or continue to maintain our current performance, costs and loadings
in our manufacturing facilities; risks of domestic and foreign operations,
including excessive operation costs, labor shortages, higher tax rates and our
joint venture prospects; unfavorable currency exchange rates; our future
guidance may be incorrect; the global economic weakness may be more severe or
last longer than we currently anticipated; and other information detailed from
time to time in Diodes’ filings with the United States Securities and Exchange
Commission.

Recent news releases, annual reports and SEC filings are available at Diodes’
website: http://www.diodes.com and BCD’s website: http://www.bcdsemi.com.
Written requests may be sent directly to Diodes or BCD, or they may be
e-mailed to: diodes-fin@diodes.com or ir@bcdsemi.com.

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Contact:

Diodes Contact:
Diodes Incorporated
Laura Mehrl
Director of Investor Relations
P: 972-987-3959
E: laura_mehrl@diodes.com
or
Investor Relations Contact:
Shelton Group
Leanne Sievers
EVP, Investor Relations
P: 949-224-3874
E: lsievers@sheltongroup.com
or
BCD Contact:
Jean-Claude Zhang
Chief Financial Officer
Tel: +86 21 2416 2298
IR@bcdsemi.com
 
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