On November 30, 2020 the Company closed on the previously announced acquisition of Lite-On Semiconductor (“LSC”), a Taiwan-based supplier of “green” power-related discrete analog semiconductor devices. The Company purchased LSC in order to include LSC’s “green” power-related semiconductor devices that are designed for power saving and low power dissipation to serve the power supply market, and to reacquire the 7,765,778 Diodes shares owned by LSC, which was approximately 15% of Diodes’ outstanding shares prior to the close of such acquisition. The Company recorded the purchase of LSC as a business combination, with Diodes owning 100% of LSC. LSC has been consolidated into the operations of Diodes. The purchase price per the Share Swap Agreement, was 42.50 TWD per outstanding LSC share. On November 30, 2020, Diodes acquired the 307,371,139 outstanding shares for a total aggregate purchase price of approximately $453.4 million. The acquisition was funded with cash previously drawn from the Second and Amended and Restated Credit Agreement, see Note 8 for additional information. In connection with the acquisition, the Company incurred acquisition costs of approximately $3.5 million that were recognized in selling, general and administrative expense. There was $16.9 million of revenue and $1.6 million of net income attributable to LSC included within the Company’s statement of operations for the year ended December 31, 2020. The net income generated by LSC was primarily attributable to investments held by LSC and not the continuing operations of the business.

The reacquired shares were treated as a settlement of a pre-existing relationship and as a transaction separate and apart from the business combination along with the settlement of payables and receivables between Diodes and LSC. There was no gain or loss on the settlement of the payables and receivables between the Company and LSC. The cash attributed to the reacquisition of the Diodes shares is presented within the financing section of the statement of cash flows.

Total consideration paid	$	453.4
Less: Settlement of pre-existing relationships
Reacquisition of Diodes stock owned by LSC ⁽¹⁾		(296.8	)
Net accounts receivable on LSC books owed by Diodes		(2.6	)
Total amount of pre-existing relationship settled		(299.4	)
Remaining consideration	$	154.0

(1) Value determined based on closing price of Diodes’ stock on the date the acquisition agreement.

The table below sets forth the fair value of the assets acquired and liabilities assumed based on relative fair value at the date of acquisition and the corresponding line item in the Company’s consolidated balance sheet at the date of acquisition. U.S. GAAP permits companies to complete the final determination of the fair values during the measurement period from the acquisition date. The size and breadth of the LSC acquisition will necessitate the use of this measurement period to adequately analyze and assess a number of the factors used in establishing the asset and liability fair values as of the acquisition date including (i) changes in fair values of property, plant and equipment and inventories, (ii) changes in fair value of certain liabilities assumed and (iii) tax impact associated with any other changes in fair value. Any potential adjustments made could be material in relation to the preliminary values. A final determination of the assets acquired and liabilities assumed has not been completed and the following table is considered preliminary. The Company engaged a third party valuation specialist to assist with the assessment of any intangibles assets acquired as part of the LSC acquisition and it was determined that there were no intangible assets as a result of the LSC acquisition.

Cash and cash equivalents	$	131,046
Accounts receivable		44,896
Inventories		55,710
Prepaid expenses and other current assets		11,447
Property, plant and equipment		67,952
Deferred income tax		15,732
Other long-term assets		26,037
Total assets acquired		352,820
Line of credit		88,508
Accounts payable		35,245
Accrued liabilities and other		48,992
Income tax payable		6,264
Deferred tax liabilities		8,941
Other long-term liabilities		10,783
Total liabilities assumed		198,733
Non-controlling interest		54
Net assets acquired	$	154,033

The following unaudited pro forma summary presents consolidated information of the Company as if the acquisition and consolidation of LSC had occurred on January 1, 2019:

	Twelve Months Ended		Twelve Months Ended
	December 31, 2020		December 31, 2019
Net revenues	$	1,421,494	$	1,447,001
Net income	$	95,908	$	140,027
Net income attributable to common stockholders	$	96,517	$	139,603
Earnings per share - basic	$	2.23	$	3.24
Earnings per share - diluted	$	2.18	$	3.17

The unaudited pro forma consolidated results of operations do not purport to be indicative of the results that would have been obtained if the above acquisition had actually occurred as of the dates indicated or of those results that may be obtained in the future. The unaudited proforma consolidated results for year ended December 31, 2020, include adjustments that result in a reduction to amortization and depreciation of $5.5 million, removal of sales to Diodes on the books of LSC and related cost of goods sold of $12.4 million and $7.9 million, respectively, removal of LSC’s share of Diodes’ profits as a 15% shareholder of $13.1 million, removal of

$2.4 million of transaction costs, additional interest expense of $6.0 million, removal of impairment charges of $6.3 million, removal of operations of On-Bright, and a tax impact of those adjustments of a reduction to tax expense of $18.6 million.

The unaudited proforma consolidated results for year ended December 31, 2019, include adjustments that result in a reduction to amortization and depreciation of $8.8 million, removal of sales to Diodes on the books of LSC and related COGS of $13.7 million and $9.0 million, respectively, removal of LSC’s share of Diodes’ profits as a 15% shareholder of $23.4 million, removal of $1.0 million of transaction costs, additional interest expense of $11.1 million, removal of impairment charges of $0.3 million, removal of the operation of On-Bright, and a tax impact of those adjustments of a reduction to tax expense of $10.7 million. These unaudited pro forma consolidated results of operations were derived, in part, from the historical consolidated financial statements of LSC and other available information and assumptions believed to be reasonable under the circumstances. LSC will be conformed to Diodes’ reporting calendar.

On February 5, 2020, the Company entered into an agreement to invest up to approximately $14.2 million to acquire at least 51% of Savitech Corporation (“Savitech”), a fabless semiconductor design company located in Zhubei City, Taiwan. The Company will make the investment in two tranches. The first tranche of $5.6 million, which provided the Company with a 33.6% ownership of Savitech, was made on March 4, 2020. The initial tranche was funded with cash on hand. The second tranche, currently recorded in other current liabilities, as shown in the table below, and currently valued at $8.5 million will increase the Company’s ownership to at least 51% of Savitech. The second tranche will be paid on June 30, 2021, provided Savitech achieves previously agreed-to revenue levels. If revenue levels are not achieved the Company will pay less than the maximum $8.6 million, but regardless of the amount paid for the second tranche, the Company will still acquire at least 51% of Savitech.

The Company recorded the purchase of Savitech as a business acquisition and will consolidate Savitech into its operations, based on the voting model, with a non-controlling interest related to the interest the Company does not own in Savitech. The Company made its investment in Savitech in order to increase the Company’s integrated circuit business. Total purchase consideration recorded was $13.9 million. The goodwill will not be tax deductible. The Company also incurred acquisition costs of approximately $0.1 million that were recognized in selling, general and administrative expense. The table below sets forth the fair value of the assets and liabilities recorded in the acquisition and the corresponding line item in which the item is recorded in our condensed consolidated balance sheet at the date of acquisition.

Cash and cash equivalents	$	6.2
Prepaid expenses and other		0.7
Goodwill		13.9
Intangible assets, net		6.1
Other long-term assets		0.4
Accrued liabilities and other		9.9
Noncontrolling interest		11.8

On April 1, 2019, the Company completed the previously announced acquisition of GFAB. The Company recorded the purchase of GFAB as a business acquisition. The Company purchased GFAB in order to increase the Company’s wafer production capacity. Total consideration paid by the Company was $33.2 million and was funded by advances under the revolving portion of our long-term credit facility. The facility and assets were wholly acquired, and there is no remaining minority interest. The goodwill will not be tax deductible. The Company also incurred acquisition costs of approximately $0.6 million that were recognized in selling, general and administrative expense. Due to a lack of data we are unable to provide historical financial pro forma data. The table below sets forth the fair value of the assets and liabilities recorded in the GFAB acquisition and the corresponding line item in which the item is recorded in our condensed consolidated balance sheet.

Property, plant and equipment	$	24.4
Inventories		3.6
Prepaid expenses and other		5.2
Goodwill		0.9
Deferred tax liabilities		1.0