As previously announced, ON Semiconductor entered into an Agreement and Plan of Merger with Fairchild Semiconductor International, Inc. to acquire all of the outstanding shares of Fairchild common stock. The company continues to work expeditiously to obtain the remaining required regulatory approvals in the U.S. and China in connection with the transaction and expects to close the acquisition around the end of August.
TELECONFERENCE
ON Semiconductor will host a conference call for the financial community at 9:00 a.m. Eastern Time (EDT) on Aug. 8, 2016, to discuss this announcement and ON Semiconductor’s results for the second quarter of 2016. The company will also provide a real-time audio webcast of the teleconference on the Investors page of its website at http://www.onsemi.com. The webcast replay will be available at this site approximately one hour following the live broadcast and will continue to be available for approximately 30 days following the conference call. Investors and interested parties can also access the conference call through a telephone call by dialing (877) 356-3762 (U.S./Canada) or (262) 558-6155 (International). In order to join this conference call, you will be required to provide the Conference ID Number - which is 43049480.
About ON Semiconductor
ON Semiconductor (Nasdaq: ON) is driving energy efficient innovations, empowering customers to reduce global energy use. The company is a leading supplier of semiconductor-based solutions, offering a comprehensive portfolio of energy efficient power management, analog, sensors, logic, timing, connectivity, discrete, SoC and custom devices. The company’s products help engineers solve their unique design challenges in automotive, communications, computing, consumer, industrial, medical, aerospace and defense applications. ON Semiconductor operates a responsive, reliable, world-class supply chain and quality program, a robust compliance and ethics program, and a network of manufacturing facilities, sales offices and design centers in key markets throughout North America, Europe and the Asia Pacific regions. For more information, visit http://www.onsemi.com.
ON Semiconductor and the ON Semiconductor logo are registered trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective holders. Although the company references its website in this news release, information on the website is not to be incorporated herein.
This document contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements,
other than statements of historical facts, included or incorporated in
this document could be deemed forward-looking statements, particularly
statements about the future financial performance of ON Semiconductor.
These forward-looking statements are often characterized by the use of
words such as "believes," "estimates," "expects," "projects," "may,"
"will," "intends," "plans," "should," or "anticipates," or by
discussions of strategy, plans or intentions. All forward-looking
statements in this document are made based on our current expectations,
forecasts, estimates and assumptions, and involve risks, uncertainties
and other factors that could cause results or events to differ
materially from those expressed in the forward-looking statements. Among
these factors are our revenues and operating performance, economic
conditions and markets (including current financial conditions), effects
of exchange rate fluctuations, the cyclical nature of the semiconductor
industry, changes in demand for our products, changes in inventories at
our customers and distributors, technological and product development
risks, enforcement and protection of our intellectual property rights
and related risks, risks related to the security of our information
systems and secured network, availability of raw materials, electricity,
gas, water and other supply chain uncertainties, our ability to
effectively shift production to other facilities when required in order
to maintain supply continuity for our customers, variable demand and the
aggressive pricing environment for semiconductor products, our ability
to successfully manufacture in increasing volumes on a cost-effective
basis and with acceptable quality for our current products, risks
associated with our pending acquisition of Fairchild, including: (1) the
risk that the conditions to the closing of the transaction are not
satisfied; (2) litigation challenging the transaction; (3) uncertainties
as to the timing of the consummation of the transaction and the ability
of each party to consummate the transaction; (4) risks that the proposed
transaction disrupts our current plans and operations; (5) our ability
to retain key personnel; (6) competitive responses to the transaction;
(7) unexpected costs, charges or expenses resulting from the
transaction; (8) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
transaction; (9) our ability to realize the benefits of the acquisition
of Fairchild; (10) delays, challenges and expenses associated with
integrating the businesses; (11) delays, challenges and expenses
associated with the indebtedness planned to be incurred in connection
with the transaction; and (12) legislative, regulatory and economic
developments, competitor actions including the adverse impact of
competitor product announcements, pricing and gross profit pressures,
loss of key customers, order cancellations or reduced bookings, changes
in manufacturing yields, control of costs and expenses and realization
of cost savings and synergies from restructuring activities, significant
litigation, risks associated with decisions to expend cash reserves for
various uses in accordance with our capital allocation policy such as
debt prepayment, stock repurchases or acquisitions rather than to retain
such cash for future needs, risks associated with acquisitions and
dispositions (including from integrating and consolidating and timely
filing financial information with the Securities and Exchange Commission
("SEC") for acquired businesses and difficulties encountered in
accurately predicting the future financial performance of acquired
businesses), risks associated with our substantial leverage and
restrictive covenants in our debt agreements that may be in place from
time to time, risks associated with our worldwide operations, including
foreign employment and labor matters associated with unions and
collective bargaining arrangements, as well as man-made and/or natural
disasters affecting our operations and finances/financials, the threat
or occurrence of international armed conflict and terrorist activities
both in the United States and internationally, risks and costs
associated with increased and new regulation of corporate governance and
disclosure standards, risks related to new legal requirements and risks
involving environmental or other governmental regulation. Additional
factors that could cause results to differ materially from those
projected in the forward-looking statements are contained in ON
Semiconductor's 2015 Annual Report on Form 10-K filed with the SEC on
February 24, 2016 ("2015 Form 10-K"), Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and other of our filings with the SEC. You
should carefully consider the trends, risks and uncertainties described
in this document, the 2015 Form 10-K and other reports filed with or
furnished to the SEC before making any investment decision with respect
to our securities. If any of these trends, risks or uncertainties
actually occurs or continues, our business, financial condition or
operating results could be materially adversely affected, the trading
prices of our securities could decline, and you could lose all or part
of your investment. Readers are cautioned not to place undue reliance on
forward-looking statements. We assume no obligation to update such
information, except as may be required by law. All forward-looking
statements attributable to us or persons acting on our behalf are
expressly qualified in their entirety by this cautionary statement.
