Acquisition creates a leader in power
management and analog semiconductors, and provides a platform for
the company to rapidly expand profitability
ON Semiconductor Corporation (Nasdaq: ON) (“ON Semiconductor”)
and Fairchild Semiconductor International, Inc. (Nasdaq: FCS)
(“Fairchild”) jointly announced today that ON Semiconductor has
successfully completed its previously announced $2.4 billion cash
acquisition of Fairchild.
“The acquisition of Fairchild is a transformative step in our
quest to become the premier supplier of power management and analog
semiconductor solutions for a wide range of applications and
end-markets,” said Keith Jackson, president and CEO of ON
Semiconductor. “Fairchild provides us a platform to aggressively
expand our profitability in a highly fragmented industry. With the
addition of Fairchild, our industry leading cost structure has
further improved in a significant manner and we are now well
positioned to generate substantial shareholder value as we
integrate operations of the two companies.”
On September 16, 2016, ON Semiconductor received confirmation
that clearance related to the completion of its proposed
acquisition of Fairchild from the Ministry of Commerce in the
People’s Republic of China had been obtained and that ON
Semiconductor was entitled to close the transactions under PRC law.
As such, the conditions to the acquisition of Fairchild relating to
the termination or expiration of required waiting periods, and
receipt of required approvals, under applicable antitrust laws were
fully satisfied and ON Semiconductor’s tender offer to purchase all
of the outstanding shares of common stock of Fairchild for $20.00
per share in cash (the “Offer”) expired as scheduled one minute
following 11:59 p.m., New York City time, on September 16, 2016 and
was not extended.
Computershare Trust Company, N.A., the depositary for the Offer,
advised ON Semiconductor that at the time of the expiration of the
Offer, approximately 87,979,761 shares of common stock of Fairchild
(not including 7,327,977 shares tendered by notice of guaranteed
delivery for which shares have not yet been delivered) were validly
tendered and not properly withdrawn pursuant to the Offer,
representing approximately 76.6% of the outstanding shares of
common stock of Fairchild. In accordance with the terms of the
Offer and the merger agreement, all such shares (and any additional
shares tendered by guaranteed delivery unless actual delivery does
not occur) were irrevocably accepted for payment, and paid for,
earlier today.
Immediately following the payment for the tendered shares, ON
Semiconductor and Fairchild completed the acquisition of Fairchild
by merging it with a wholly owned subsidiary of ON Semiconductor
pursuant to which all remaining Fairchild shares (other than shares
directly owned by ON Semiconductor or Fairchild or their respective
subsidiaries and shares held by stockholders that are entitled to
and properly demand appraisal of such shares under Delaware law)
were converted into the right to receive $20.00 per share in cash,
without interest and less applicable withholding taxes – the same
price that was paid in the tender offer. As a result of the Offer
and the merger, Fairchild ceased to be a publicly traded company,
its common stock will no longer be listed on NASDAQ, and Fairchild
became a wholly owned subsidiary of ON Semiconductor.
The acquisition is expected to be accretive on a GAAP EPS basis
in the second half of 2017 and immediately accretive on a non-GAAP
basis. ON Semiconductor expects to achieve annual cost savings run
rate of $160 million by the end of 2017, $200 million by the end of
2018, and $225 million by the end of 2019. The cost savings targets
are based on Fairchild’s 2015 annual results.
ON Semiconductor today also announced a new organizational
structure, which reflects the evolution over the years of ON
Semiconductor’s product portfolio to highly differentiated power
management, imaging, and analog solutions from standard products.
The new organization is comprised of three reporting units – Power
Solutions Group, headed by Bill Hall, Analog Solutions Group,
headed by Bob Klosterboer, and Image Sensor Group, headed by Taner
Ozcelik. The operations of System Solutions Group have been
absorbed in the three reporting units.
Conference Call Information
The company will host a conference call at 4:30 p.m. Eastern
Time (ET) on September 19, 2016. Investors and interested parties
can access the conference call in the following manner:
Teleconference: A telephone conference of the earnings report
can be accessed by dialing (877) 356-3762 (U.S./Canada) or (262)
558-6155 (International). In order to join this conference call,
you will be required to provide the Conference ID Number – which is
84390021.
Audio webcast: The Company will also provide a real-time audio
webcast of the teleconference on the Investor Relations page of its
website at http://www.onsemi.com.
About ON Semiconductor
ON Semiconductor (Nasdaq: ON) is driving energy efficient
innovations, empowering customers to reduce global energy use. The
company is a leading supplier of semiconductor-based solutions,
offering a comprehensive portfolio of energy efficient power
management, analog, sensors, logic, timing, connectivity, discrete,
SoC and custom devices. The company’s products help engineers solve
their unique design challenges in automotive, communications,
computing, consumer, industrial, medical, aerospace and defense
applications. ON Semiconductor operates a responsive, reliable,
world-class supply chain and quality program, a robust compliance
and ethics program, and a network of manufacturing facilities,
sales offices and design centers in key markets throughout North
America, Europe and the Asia Pacific regions. For more information,
visit http://www.onsemi.com.
Follow @onsemi on Twitter: www.twitter.com/onsemi.
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.
About Fairchild Semiconductor
Fairchild Semiconductor (Nasdaq: FCS) – global presence, local
support, smart ideas. Fairchild delivers energy-efficient,
easy-to-use and value-added semiconductor solutions for power and
mobile designs. We help our customers differentiate their products
and solve difficult technical challenges with our expertise in
power and signal path products. Please contact us on the web at
www.fairchildsemi.com.
Cautions regarding Forward-Looking Statements
This document contains forward-looking statements. These
forward-looking statements are based on information available to us
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 our control. In particular, such risks and uncertainties
include, but are not limited to: the risk that there may be a
material adverse change of ON Semiconductor or Fairchild or our
respective businesses may suffer as a result of uncertainty
surrounding the transaction; the transaction may involve unexpected
costs or liabilities; difficulties encountered in integrating
Fairchild, including the potentially accretive benefits and
synergies; failure to achieve the anticipated results of the
transactions; 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
Semiconductor’s Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and other of ON
Semiconductor’s filings with the Securities and Exchange Commission
(the “SEC”). These forward-looking statements are as of the date
hereof and should not be relied upon as representing our views as
of any subsequent date, and we do not undertake any obligation to
update forward-looking statements to reflect events or
circumstances after the date they were made. For additional
information, visit ON Semiconductor’s corporate website,
www.onsemi.com, or for official filings visit the SEC website,
www.sec.gov.
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 Web site in this news release, such
information on the Web site is not to be incorporated herein.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160919005796/en/
ON SemiconductorKris Pugsley, 312-909-0661Corporate
Communications / Media Relationskris.pugsley@onsemi.comorParag
Agarwal, 602-244-3437Vice President Investor Relations and
Corporate Developmentinvestor@onsemi.com
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