Item 1.
|
Description of Registrants Securities to be Registered.
|
On June 7, 2020, the Board of Directors (the Board of Directors) of ON Semiconductor Corporation (the
Company) authorized and declared a dividend of one preferred share purchase right (a Right) for each outstanding share of common stock, par value $0.01 per share, of the Company (the Common
Stock). The dividend is payable on June 18, 2020 (the Record Date), to the holders of record of shares of Common Stock as of 5:00 P.M., New York City time, on the Record Date. The description and terms of the Rights
are set forth in a Rights Agreement, dated as of June 8, 2020 (as the same may be amended from time to time, the Rights Agreement), between the Company and Computershare Trust Company, N.A., as Rights Agent (the
Rights Agent).
The following description of the terms of the Rights Agreement (which includes, as
exhibits thereto the Form of Certificate of Designations, the Form of Rights Certificate and the Summary of Rights to Purchase Preferred Stock) does not purport to be complete and is qualified in its entirety by reference to the detailed terms and
conditions set forth in the Rights Agreement, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference.
The Rights
The Rights will be issued in respect of all shares of Common Stock outstanding on the Record Date. The Rights will initially trade with, and
will be inseparable from, the Common Stock, and the record holders of shares of Common Stock will be the record holders of the Rights. The Rights will be evidenced only by certificates (or, in the case of uncertificated shares, by notations in the
book-entry account system of the transfer agent for the Common Stock) that represent shares of Common Stock. Rights will also be issued in respect of any shares of Common Stock that shall become outstanding after the Record Date and, subject to
certain exceptions specified in the Rights Agreement, prior to the earlier of the Distribution Date (as defined below) and the Expiration Date (as defined below).
Exercise; Distribution Date; Transfer of Rights; Right Certificates
The Rights are not exercisable until the Distribution Date. After the Distribution Date and prior to the time any person or group of affiliated
or associated persons becomes an Acquiring Person (as defined below), each Right will be exercisable to purchase from the Company one one-hundred-thousandth of a share (a Unit)
of Series B Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the Preferred Stock), at a purchase price of $100.80 per Unit (the Purchase Price), subject to adjustment as provided
in the Rights Agreement. This portion of a share of Preferred Stock will give the stockholder approximately the same dividend, voting or liquidation rights as would one share of Common Stock. Prior to exercise or exchange, Rights holders in their
capacity as such have no rights as a stockholder of the Company by virtue of holding Rights, including the right to vote and to receive dividends.
The Distribution Date is the earlier of (i) the tenth business day after the public announcement that a person or group of
affiliated or associated persons has become an Acquiring Person or such earlier date, as determined by the Board of Directors, on which an Acquiring Person has become such, and (ii) such date (prior to such time as any person or group of
affiliated or associated persons becomes an Acquiring Person), if any, as may be determined by the Board of Directors following the commencement of, or the first public announcement of an intention to commence, a tender offer or exchange offer the
consummation of which would result in any person or group of affiliated or associated persons becoming an Acquiring Person. A person or group of affiliated or associated persons becomes an Acquiring Person upon acquiring beneficial
ownership of 15% or more of the outstanding shares of Common Stock, except in certain situations specified in the Rights Agreement.
Certain synthetic interests in securities created by derivative positions whether or not such interests are considered to be ownership
of the underlying shares of Common Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended (the Exchange Act) are treated as beneficial ownership of the number of shares of
Common Stock equivalent to the economic exposure created by the derivative security, to the extent actual underlying shares of Common Stock are directly or indirectly beneficially owned by the counterparty to such derivative security (or by a
counterparty to such first counterparty, or any other successive counterparty). Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights Agreement are exempted from such imputed beneficial ownership.
Until the earliest of (i) the Distribution Date and (ii) the Expiration Date (as defined below), the Rights will be transferable
only in connection with the transfer of the underlying Common Stock, and any transfer of shares of Common Stock will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the Common Stock and, as
soon as practicable after the Distribution Date, separate certificates evidencing the Rights (Rights Certificates) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and
such separate Rights Certificates alone will evidence the Rights.
Expiration Date