Fairchild Semiconductor Acknowledges Receipt of Unsolicited Proposal

SAN JOSE, Calif. – December 8, 2015 – Fairchild Semiconductor International, Inc. (Nasdaq: FCS) (“Fairchild”) today acknowledged receipt of an unsolicited proposal to acquire all of the outstanding shares of common stock of Fairchild for $21.70 per share in cash (the “Proposal”).

As previously announced on November 18, 2015, Fairchild entered into an Agreement and Plan of Merger, dated as of November 18, 2015 (the “Merger Agreement”), under which a wholly owned subsidiary of ON Semiconductor Corporation (“ON Semiconductor”), has agreed to acquire all of the outstanding shares of Fairchild common stock for $20.00 per share in cash.

Fairchild’s board of directors, in consultation with its legal and financial advisors, will carefully review and consider the Proposal.

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

Fairchild has also filed an amended Schedule 14D-9 with the Securities and Exchange Commission (the “SEC”).

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