ON Semiconductor Extends Tender Offer For Fairchild; FTC Seeks Addl Data

(RTTNews) - ON Semiconductor Corp. (ON) 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. (FCS) for $20.00 per share in cash. 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.

Also, in connection with its ongoing discussions with the U.S. Federal Trade Commission, ON Semiconductor announced that, on March 17, 2016, it received a request for additional information or "Second Request" related to necessary regulatory approvals in connection with the Offer.

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.

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 21.76 million 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notice of guaranteed delivery for which shares have not yet been delivered) have been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 19.2% of the outstanding shares of common stock of Fairchild.

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.