Fairchild Says Unsolicited Offer Not Expected To Result In 'Superior Proposal'

(RTTNews) - Fairchild Semiconductor International, Inc. (FCS) Monday said its board of directors, after conducting a review and considering the advice of its legal and financial advisors, has concluded that the unsolicited proposal received on December 7 to acquire Fairchild for $21.70 per share in cash would not reasonably be expected to result in a "Superior Proposal" as defined in Fairchild's Agreement and Plan of Merger with ON Semiconductor Corp.

Fairchild is in an Agreement and Plan of Merger with ON Semiconductor under which a wholly owned subsidiary of ON Semiconductor has agreed to acquire all outstanding shares of Fairchild common stock for $20.00 per share in cash.

Fairchild remains subject to the Merger Agreement and Fairchild's board of directors has not changed its recommendation in support of the Merger Agreement.

Goldman, Sachs & Co is acting as financial adviser to Fairchild, and Wachtell, Lipton, Rosen & Katz is serving as its legal counsel.