Extension of tender offer pursuant to previously executed merger agreement and update on regulatory approval process
PHOENIX — (BUSINESS WIRE) — March 18, 2016 — ON Semiconductor Corporation (Nasdaq: ON) (“ON Semiconductor”) announced that it has extended its previously announced tender offer to purchase all of the outstanding shares of common stock of Fairchild Semiconductor International Inc. (Nasdaq: FCS) (“Fairchild”) for $20.00 per share in cash (the “Offer”) pending the satisfaction of the conditions to the Offer set forth in the merger agreement entered into on November 18, 2015 between ON Semiconductor and Fairchild. The Offer will now expire one minute following 11:59 p.m., New York City time, on March 31, 2016, unless further extended as required or permitted by the merger agreement. All other terms and conditions of the Offer remain unchanged. Computershare Trust Company, N.A., the depositary for the Offer, has advised ON Semiconductor that as of the close of business, New York City time on March 17, 2016, approximately 21,760,234 shares of common stock of Fairchild (not including 730,708 shares tendered by notice of guaranteed delivery for which shares have not yet been delivered) have been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 19.2% of the outstanding shares of common stock of Fairchild.
Pending satisfaction of the conditions to the Offer, the merger agreement requires successive 10-business day extensions of the Offer, and ON Semiconductor currently intends to continue making such successive extensions, subject to the other terms and conditions of the merger agreement. This press release is being issued under applicable securities laws in order to notify Fairchild’s stockholders of the extension.
In addition, ON Semiconductor also announced today that it had received clearance related to the completion of the Offer from each of the applicable antitrust authorities in Germany and Japan. Accordingly, the conditions to the Offer relating to the termination or expiration of required waiting periods, and receipt of required approvals, under the applicable antitrust laws of Germany and Japan have been satisfied.
Also, in connection with its ongoing discussions with the U.S. Federal Trade Commission (“FTC”), ON Semiconductor announced that, on March 17, 2016, it received a request for additional information (“Second Request”) related to necessary regulatory approvals in connection with the Offer. The Second Request is a standard part of the regulatory review process by the FTC. The effect of the Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, until 10 days after ON Semiconductor has substantially complied with the Second Request, unless that period is extended voluntarily by ON Semiconductor or terminated sooner by the FTC. The Second Request relates primarily to ON Semiconductor’s and Fairchild’s ignition IGBT businesses. ON Semiconductor has indicated to the FTC its willingness to dispose of ON Semiconductor’s ignition IGBT business, which business generated less than $25 million in revenue during fiscal year 2015, and has initiated a process to discuss the sale of the business with potential purchasers. Based on ON Semiconductor’s productive discussions with the FTC to date, ON Semiconductor anticipates disposing of its ignition IGBT business to satisfy the FTC’s remaining concerns; however, no assurance can be made that such disposition will occur. ON Semiconductor and Fairchild will continue to engage closely and cooperatively with the FTC as it finalizes its review of the proposed transaction and both ON Semiconductor and Fairchild are confident that the necessary regulatory approval will be obtained.
The completion of the Offer continues to be subject to certain other customary terms and conditions set forth in the Offer to Purchase, dated December 4, 2015, as amended (the “Offer to Purchase”), and other related materials by which the Offer is being made.
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 sensors, power management, analog, 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.
Cautions regarding Forward-Looking Statements
This document contains forward-looking statements. These forward-looking
statements include, but are not limited to, statements related to the
expiration of the Offer. 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 one or more closing conditions to the
Offer may not be satisfied or waived, on a timely basis or otherwise;
the unsuccessful completion of the Offer; the risk that the transaction
with Fairchild does not close when anticipated, or at all, including the
risk that the requisite regulatory approvals may not be obtained;
matters arising in connection with ON Semiconductor’s and Fairchild’s
efforts to comply with and satisfy applicable regulatory approvals and
closing conditions relating to the Offer; there may be a material
adverse change of us or Fairchild or our respective businesses may
suffer as a result of uncertainty surrounding the transaction; the
transaction may involve unexpected costs, liabilities or delays;
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,
or for official filings visit the SEC website,