ON Semiconductor and AMIS Holdings, Inc. Proposed Merger Registration Statement Declared Effective
2008年2月12日 - 7:13AM
ビジネスワイヤ(英語)
ON Semiconductor Corporation (NASDAQ: ONNN) and AMIS Holdings, Inc.
(NASDAQ: AMIS), parent company of AMI Semiconductor, today
announced that the Securities and Exchange Commission has declared
effective the Registration Statement on Form S-4 relating to the
proposed merger between ON Semiconductor Corporation and AMIS
Holdings. As previously announced, ON and AMIS Holdings have
entered into a definitive merger agreement under which ON would
acquire AMIS Holdings in a stock-for-stock merger. Under the terms
of the agreement, each outstanding share of AMIS Holdings common
stock would be exchanged for 1.15 shares of ON common stock. ON
Semiconductor stockholders of record as of the close of business on
Jan. 25, 2008 will be mailed the definitive joint proxy
statement/prospectus in connection with the proposed merger with
AMIS Holdings and will be entitled to vote at the special meeting
of ON Semiconductor stockholders. The special meeting of ON
stockholders to consider and vote upon the proposed merger with
AMIS Holdings has been scheduled for March 12, 2008 at 9:30 a.m.,
local time, at the principal executive offices of ON Semiconductor,
5005 East McDowell Road, Phoenix, AZ 85008. The transaction is
expected to close as soon as practicable under the terms and
conditions of the merger agreement, which include, among other
things, a requirement that each of ON�s and AMIS� stockholders
approve the merger. ON Semiconductor stockholders are encouraged to
read the definitive joint proxy statement/prospectus in its
entirety as it provides, among other things, a detailed discussion
of the process that led to the proposed merger and the reasons
behind ON's Board of Directors' recommendation that ON stockholders
vote FOR the amendment to ON�s certificate of incorporation and
issuance of securities in connection with the merger. As previously
announced on Jan. 31, 2008, the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired
with respect to, and the German Federal Cartel Office provided
clearance for, the proposed merger. About ON Semiconductor With its
global logistics network and strong portfolio of power
semiconductor devices, ON Semiconductor (NASDAQ: ONNN) is a
preferred supplier of power solutions to engineers, purchasing
professionals, distributors and contract manufacturers in the power
supply, computer, cell phone, portable devices, automotive and
industrial markets. For more information, please visit ON
Semiconductor's website at http://www.onsemi.com. About AMI
Semiconductor AMI Semiconductor (NASDAQ: AMIS) is a leader in the
design and manufacture of silicon solutions for the real world. As
a widely recognized innovator in state-of-the-art mixed-signal and
digital products, AMIS is committed to providing customers in the
automotive, medical, industrial, mil/aero, and communication
markets with the optimal value, quickest time-to-market
semiconductor solutions. AMI Semiconductor operates globally with
headquarters in Pocatello, Idaho, European corporate offices in
Oudenaarde, Belgium, and a network of sales and design centers
located in the key markets of the North America, Europe and the
Asia Pacific region. For more information, please visit the AMIS
Web site at www.amis.com. This document contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include, but
are not limited to, statements related to the benefits of the
proposed transaction between ON Semiconductor Corporation (�ON�)
and AMIS Holdings, Inc. (�AMIS�) and the future financial
performance of ON. These forward-looking statements are based on
information available to ON and AMIS as of the date of this release
and current expectations, forecasts and assumptions and involve a
number of risks and uncertainties that could cause actual results
to differ materially from those anticipated by these
forward-looking statements. Such risks and uncertainties include a
variety of factors, some of which are beyond ON�s or AMIS� control.
In particular, such risks and uncertainties include difficulties
encountered in integrating merged businesses; the risk that the
transaction does not close, including the risk that the requisite
stockholder and regulatory approvals may not be obtained; the
variable demand and the aggressive pricing environment for
semiconductor products; dependence on each company�s ability to
successfully manufacture in increasing volumes on a cost-effective
basis and with acceptable quality its current products; the adverse
impact of competitive product announcements; revenues and operating
performance, changes in overall economic conditions, the cyclical
nature of the semiconductor industry, changes in demand for our
products, changes in inventories at customers and distributors,
technological and product development risks, availability of raw
materials, competitors' actions, pricing and gross margin
pressures, loss of key customers, order cancellations or reduced
bookings, changes in manufacturing yields, control of costs and
expenses, significant litigation, risks associated with
acquisitions and dispositions, risks associated with leverage and
restrictive covenants in debt agreements, risks associated with
international operations, the threat or occurrence of international
armed conflict and terrorist activities both in the United States
and internationally, risks and costs associated with increased and
new regulation of corporate governance and disclosure standards
(including pursuant to Section 404 of the Sarbanes-Oxley Act of
2002), and risks involving environmental or other governmental
regulation. Information concerning additional factors that could
cause results to differ materially from those projected in the
forward-looking statements is contained in ON�s Annual Report on
Form 10-K as filed with the Securities and Exchange Commission (the
�SEC�) on February 23, 2007, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and other of ON�s SEC filings, and
AMIS� Annual Report on Form 10-K as filed with the SEC on February
28, 2007, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and other of AMIS� SEC filings. These forward-looking
statements should not be relied upon as representing ON�s or AMIS�
views as of any subsequent date and neither undertake any
obligation to update forward-looking statements to reflect events
or circumstances after the date they were made. This communication
is being made in respect of the proposed transaction involving ON
and AMIS. In connection with the proposed transaction, ON has filed
with the SEC a Registration Statement on Form S-4 (File No.
333-148630), as amended, containing a joint proxy
statement/prospectus and each of ON and AMIS have filed with the
SEC other documents regarding the proposed transaction. The joint
proxy statement/prospectus will be mailed to stockholders of ON and
AMIS on or about February 11, 2008. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the
registration statement and the joint proxy statement/prospectus and
other documents filed with the SEC by ON and AMIS through the
website maintained by the SEC at www.sec.gov. In addition,
investors and security holders may obtain free copies of the
registration statement and the joint proxy statement/prospectus and
other documents filed with the SEC from ON by directing a request
to ON Semiconductor Corporation, 5005 East McDowell Road, Phoenix,
AZ, 85008, Attention: Investor Relations (telephone:
(602)�244-3437) or going to ON�s corporate website at
www.onsemi.com, or from AMIS by directing a request to AMIS
Holdings, Inc., 2300 Buckskin Road Pocatello, ID, 83201, Attention:
Investor Relations (telephone: 208-233-4690) or going to AMIS�
corporate website at www.amis.com. ON Semiconductor stockholders
needing assistance with voting may also contact ON Semiconductor�s
proxy advisor, MacKenzie Partners, Inc., at (800) 322-2885. AMIS
stockholders needing assistance with voting may contact AMIS� proxy
solicitation firm, The Altman Group, at (866) 406-2289. ON and
AMIS, and their respective directors and executive officers, may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information regarding ON�s directors
and executive officers is contained in its annual proxy statement
filed with the SEC on April 11, 2007. Information regarding AMIS�
directors and executive officers is contained in AMIS� annual proxy
statement filed with the SEC on May 24, 2007. Additional
information regarding the interests of such potential participants
is included in the joint proxy statement/prospectus and the other
relevant documents filed with the SEC (when available). ON
Semiconductor and the ON Semiconductor logo are registered
trademarks of Semiconductor Components Industries, LLC. All other
brand and product names appearing in this document are registered
trademarks or trademarks of their respective holders. Although the
company references its website in this news release, information on
the website is not to be incorporated herein.
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