Fairchild Expects Revised Unsolicited Offer To Result In "superior Proposal"

(RTTNews) - Fairchild Semiconductor International, Inc. (FCS) said its board of directors has determined that a revised unsolicited proposal received on December 28, 2015 would reasonably be expected to result in a "superior proposal" as defined in the company's agreement and plan of merger with ON Semiconductor Corp. (ON, ONNN).

On December 28, Fairchild received an unsolicited offer from China Resources Microelectronics Limited and Hua Capital Management Co., Ltd. to acquire the company for $21.70 per share in cash.

Fairchild Semiconductor said its board's determination allows the company to take certain actions, in accordance with the procedures set forth in the agreement and plan of merger with ON Semiconductor, to further consider the revised proposal, including engaging in discussions with China Resources and Hua Capital.

Fairchild said in November 2015 that it entered into an agreement and plan of merger with ON Semiconductor, under which a wholly owned subsidiary of ON Semiconductor agreed to acquire all of the outstanding shares of Fairchild common stock for $20.00 per share in cash, in a transaction valued at about $2.4 billion.