ON Semiconductor to acquire Fairchild

“The combination of ON Semiconductor and Fairchild creates a power semiconductor leader with strong capabilities in a rapidly consolidating semiconductor industry. Our plan is to bring together two companies with complementary product lines to offer customers the full spectrum of high, medium and low voltage products,” said Keith Jackson, President and Chief Executive Officer, ON Semiconductor. “The immediate EPS accretion and potential to significantly augment ON Semiconductor’s free cash flow, make the Fairchild acquisition an excellent opportunity for ON Semiconductor stockholders.”

“As part of ON Semiconductor, Fairchild will continue to pioneer technology and design innovation in efficient energy consumption to help our customers achieve success and drive value for our partners and employees around the world,” stated Mark Thompson, Chairman and Chief Executive Officer, Fairchild. “We look forward to working closely with the ON Semiconductor team to ensure a smooth transition.”

Following consummation, the transaction is expected to be immediately accretive to ON Semiconductor’s non-GAAP earnings per share and free cash flow, excluding any non-recurring acquisition related charges, the fair value step-up inventory amortisation and amortisation of acquired intangibles. ON Semiconductor anticipates achieving annual cost savings of $150m within 18 months after closing the transaction.

The transaction is not subject to a financing condition. ON Semiconductor intends to fund the transaction with cash from the combined companies balance sheet and $2.4bn of new debt. The debt financing commitment also includes provisions for a $300m revolving credit facility which will be undrawn at close. ON Semiconductor remains committed to its share repurchase programme and the agreed upon financing provides flexibility to continue share repurchases going forward.