Anson Semiconductor successfully completes acquisition of Fairchild Semiconductor for $2.4 billion in cash
ON Semiconductor Corporation (NASDAQ: ON) (hereinafter referred to as "ON") and Fairchild Semiconductor International, Inc. (NASDAQ: FCS) (hereinafter referred to as "Fairchild") jointly announced today in US time that ON Semiconductor has successfully completed the previously announced acquisition of Fairchild for $2.4 billion in cash.
Keith Jackson, President and CEO of ON Semiconductor, said, "The acquisition of Fairchild is a transformative step in our commitment to becoming the leading supplier of power management and analog semiconductor solutions for a wide range of applications and end markets. The acquisition of Fairchild provides us with a platform that enables us to expand significantly and beneficially in this highly dispersed industry. After adding Fairchild, the cost structure of Anson Semiconductor's leading industry has significantly improved, and when we integrate the operations of the two companies, we also have a favorable position to bring huge value to shareholders. ”
On September 16, 2016, the proposed acquisition of Fairchild by ON Semiconductor was approved by the Ministry of Commerce of the People's Republic of China, granting ON Semiconductor the right to complete the transaction in accordance with the laws of the People's Republic of China. Therefore, the termination or expiration of the waiting period required for the acquisition of Fairchild and the necessary approvals under applicable antitrust laws have been fully met. The tender offer by Anson Semiconductor to acquire all outstanding shares of Fairchild's common stock at a cash price of $20.00 per share (the "Offer") has expired one minute after 11:59 pm New York time on September 16, 2016 and will not be extended.
The depositary institution of the offer, Computershare Trust Company, N.A., has advised Anson Semiconductor that upon the expiration of the offer period, approximately 87979761 outstanding shares of Fairchild Semiconductor common stock (excluding 7327977 shares acquired by guarantee delivery notice, which have not yet been delivered) have been validly submitted and have not been appropriately withdrawn in accordance with the offer, accounting for approximately 76.6% of Fairchild Semiconductor's outstanding shares of common stock. According to the terms of the offer and merger agreement, all of these shares (and any additional shares secured for delivery, unless delivery has not yet occurred) have been irrevocably accepted for payment and payment was made earlier today.
Following the payment of the submitted shares, Anson Semiconductor and Fairchild completed the acquisition of Fairchild, merging it with a wholly-owned subsidiary of Anson Semiconductor. All remaining Fairchild shares (except for those directly owned by Anson Semiconductor or Fairchild or their respective subsidiaries, as well as shares held by shareholders entitled to appropriate valuation under Delaware law) were converted into the right to receive $20 per share in cash, excluding interest and applicable withholding tax, at the same price as the purchase offer. Due to the completion of the tender offer and merger, Fairchild is no longer a publicly traded company and its common stock is no longer listed on NASDAQ in the United States. Fairchild has become a wholly-owned subsidiary of ON Semiconductor.
The acquisition is expected to immediately increase ON Semiconductor's earnings per share in the second half of 2017 under US Generally Accepted Accounting Principles (GAAP) and in the non GAAP period. Anson Semiconductor expects to save $160 million in annual cost savings in operating rates by the end of 2017, $200 million by the end of 2018, and $225 million by the end of 2019. The cost saving target is based on Fairchild's performance in 2015.
Anson Semiconductor also announced a new organizational structure today, reflecting the evolution of its product lineup from standard products to highly differentiated power management, imaging, and simulation solutions over the years. The new architecture has three product departments - the power solution department led by Bill Hall (He Yanbin), the simulation solution department led by Bob Klosterboer (Gao Tengbo), and the image sensor department led by Taner Ozcelik. The operation of the System Solutions Department has been incorporated into these three product departments.
2020-09-04Reading volume：6309
