ON Semiconductor To Acquire Fairchild Semiconductor For $2.4 Bln - Quick Facts

(RTTNews) - ON Semiconductor Corp. (ON) has agreed to acquire Fairchild Semiconductor International Inc. (FCS) for $20.00 per share in an all cash transaction valued at about $2.4 billion, the two companies said Wednesday.

The acquisition creates a company in the power semiconductor market with combined revenue of about $5 billion, diversified across multiple markets with a strategic focus on automotive, industrial and smartphone end markets.

Under the terms of the deal, ON Semiconductor will commence a cash tender offer to acquire Fairchild's outstanding shares of common stock for $20.00 per share, net to each holder in cash.

The transaction has been unanimously approved by ON Semiconductor's and Fairchild's boards of directors and is expected to close late in the second quarter of 2016. No approval of the stockholders of ON Semiconductor is required in connection with the proposed transaction.

Following consummation, the transaction is expected to be immediately accretive to ON Semiconductor's adjusted earnings per share and free cash flow, excluding any non-recurring acquisition related charges, the fair value step-up inventory amortization, and amortization of acquired intangibles.

ON Semiconductor anticipates achieving annual cost savings of $150 million within 18 months after closing the transaction.