ON Semiconductor (Nasdaq: ON) (“ON” or the “Company”) announced
today that its board of directors (the “Board”) has adopted a
short-term stockholder rights plan (the “Rights Plan”). The Rights
Plan is designed to protect stockholder interests by reducing the
likelihood that any person or group would gain control of the
Company through the open-market accumulation of ON shares during
this period of market dislocation without appropriately
compensating ON’s stockholders for such control.
In adopting the Rights Plan, the Board noted, in particular, the
recent disclosure by Koch Industries and its affiliates (“Koch”) on
Schedule 13G of beneficial ownership of shares of the Company’s
common stock and Koch’s submission of a notification form with the
U.S. Federal Trade Commission and U.S. Department of Justice on May
15, 2020 seeking approval to allow Koch the flexibility to acquire
more than 10% of the outstanding shares of the Company’s common
stock (up to a maximum of $940.1 million in value). Koch’s request
for early termination of the waiting period under the
Hart-Scott-Rodino Act was granted on June 5, 2020. The Board also
noted, however, that Koch’s Schedule 13G filing indicates that the
ON shares “were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of [ON].”
The Board also took note of the substantial market volatility and
the resulting impact on both the Company’s stock price and the
potential for Koch and other investors to take increased positions
in the Company’s stock, as well as potential ongoing market
volatility as a result of the COVID-19 pandemic and its impact on
the Company’s business.
Further, the Rights Plan will position the Company’s Board of
Directors to fulfill its fiduciary duties on behalf of all
stockholders by ensuring that the Board has sufficient time to make
informed judgments about any attempts to take over the Company and
to encourage anyone seeking to gain a controlling interest in the
Company to negotiate prior to attempting a takeover. The Rights
Plan is not intended to prevent or interfere with any action with
respect to the Company that the Board determines to be in the best
interests of stockholders.
The Rights Plan is similar to plans recently adopted by other
publicly traded companies, including with respect to its limited
scope and duration of less than one year. Pursuant to the Rights
Plan, the Company is issuing one right for each share of common
stock as of the close of business on June 18, 2020. The rights will
initially trade with the Company common stock and will become
exercisable, subject to the terms of the Rights Plan, only if any
person (or any persons acting as a group) acquires ownership
(including through certain derivative positions and as otherwise
provided in the Rights Plan) of 15% or more of the Company’s
outstanding common stock (the “triggering percentage”). If the
rights become exercisable, all holders of rights (other than any
triggering person) will be entitled to acquire shares of ON’s
common stock at a 50% discount to the market price at that time or
the Company may elect to exchange each right held by such holders
for one share of ON’s common stock. Subject to the terms of the
Rights Plan, any person who currently owns more than the triggering
percentage may continue to own the shares of common stock but may
not acquire (including under derivatives, options or similar
instruments) any additional shares without triggering the Rights
Plan.
The Rights Plan has a 364-day term, expiring on June 7, 2021.
The Board may consider an earlier termination of the Rights Plan if
market and other conditions warrant.
Additional details regarding the Rights Plan will be contained
in a Form 8-K to be filed by the Company with the U.S. Securities
and Exchange Commission.
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.
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.
This document contains “forward-looking statements,” as that
term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical facts,
included or incorporated in this document could be deemed
forward-looking statements, including statements about the
Company's Rights Plan and anticipated benefits and expected
consequences of the Rights Plan and possible future actions by the
Company’s stockholders. Forward-looking statements are often
characterized by the use of words such as “believes,” “estimates,”
“expects,” “projects,” “may,” “will,” “intends,” “plans,” or
“anticipates,” or by discussions of strategy, plans, or intentions.
All forward-looking statements in this document are made based on
our current expectations, forecasts, estimates, and assumptions and
involve risks, uncertainties, and other factors that could cause
results or events to differ materially from those expressed in the
forward-looking statements. Among these factors are our revenue and
operating performance; economic conditions and markets (including
current financial conditions); risk related to changes in tariffs
or other government trade policies, including between the U.S. and
China; risks related to our ability to meet our assumptions
regarding outlook for revenue and gross margin as a percentage of
revenue; effects of exchange rate fluctuations; the cyclical nature
of the semiconductor industry; changes in demand for our products;
changes in inventories at our customers and distributors; risks
associated with restructuring actions and workforce reductions;
technological and product development risks; risks that our
products may be accused of infringing the IP rights of others;
enforcement and protection of our intellectual property rights and
related risks; risks related to the security of our information
systems and secured network; availability of raw materials,
electricity, gas, water, and other supply chain uncertainties; our
ability to effectively shift production to other facilities when
required in order to maintain supply continuity for our customers;
variable demand and the aggressive pricing environment for
semiconductor products; our ability to successfully manufacture in
increasing volumes on a cost-effective basis and with acceptable
quality for our current products; risks associated with our
acquisitions and dispositions generally, including our ability to
realize the anticipated benefits of our acquisitions and
dispositions; including our acquisition of Quantenna
Communications, Inc.; risks that acquisitions or dispositions may
disrupt our current plans and operations, the risk of unexpected
costs, charges, or expenses resulting from acquisitions or
dispositions and difficulties arising from integrating and
consolidating acquired businesses, our timely filing of financial
information with the Securities and Exchange Commission (“SEC”) for
acquired businesses, and our ability to accurately predict the
future financial performance of acquired businesses; competitor
actions, including the adverse impact of competitor product
announcements; pricing and gross profit pressures; risks associated
with the addition of Huawei Technologies Co., Ltd. and its non-U.S.
affiliates and subsidiaries, and other customers, to the U.S.
Department of Commerce, Bureau of Industry Security Entity List;
loss of key customers; order cancellations or reduced bookings;
changes in manufacturing yields; control of costs and expenses and
realization of cost savings and synergies from restructurings; the
costs to defend against or pursue litigation and the potential
significant costs associated with adverse litigation outcomes;
risks associated with decisions to expend cash reserves for various
uses in accordance with our capital allocation policy such as debt
prepayment, stock repurchases, or acquisitions rather than to
retain such cash for future needs; risks associated with our
substantial leverage and restrictive covenants in our debt
agreements that may be in place from time to time; risks associated
with our worldwide operations, including changes in trade policies,
foreign employment and labor matters associated with unions and
collective bargaining arrangements, continuing political unrest in
markets in which we do significant business, including Hong Kong,
as well as man-made and/or natural disasters, public health and
safety outbreaks affecting our operations or financial results,
including as a result of the outbreak of COVID-19; the threat or
occurrence of international armed conflict and terrorist activities
both in the United States and internationally; risks of changes in
U.S. or international tax rates or legislation; risks related to
the potential impact of climate change and regulations related
thereto on our operations; risks and costs associated with
increased and new regulation of corporate governance and disclosure
standards; risks related to new legal requirements; and risks and
expenses involving environmental or other governmental regulation.
Additional factors that could affect our future results or events
are described under Part I, Item 1A “Risk Factors” in our 2019
Annual Report on Form 10-K filed with the SEC on February 19, 2020
(our "2019 Form 10-K"), and from time-to-time in our other SEC
reports. Readers are cautioned not to place undue reliance on
forward-looking statements. We assume no obligation to update such
information, except as may be required by law.
You should carefully consider the trends, risks, and
uncertainties described in this document, our 2019 Form 10-K, and
other reports filed with or furnished to the SEC before making any
investment decision with respect to our securities. If any of these
trends, risks, or uncertainties actually occurs or continues, our
business, financial condition, or operating results could be
materially adversely affected, the trading prices of our securities
could decline, and you could lose all or part of your investment.
All forward-looking statements attributable to us or persons acting
on our behalf are expressly qualified in their entirety by this
cautionary statement.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200608005177/en/
Sarah Rockey Corporate/Media Communications ON Semiconductor
(602) 244-5910 sarah.rockey@onsemi.com
Parag Agarwal Vice President - Investor Relations &
Corporate Development ON Semiconductor (602) 244-3437
investor@onsemi.com
ON Semiconductor (NASDAQ:ON)
過去 株価チャート
から 9 2024 まで 10 2024
ON Semiconductor (NASDAQ:ON)
過去 株価チャート
から 10 2023 まで 10 2024