ON Semiconductor Announces Receipt of Regulatory Approval for Acquisition of Fairchild Semiconductor

ON Semiconductor Corporation (Nasdaq: ON) (“ON Semiconductor”) announced today that the U.S. Federal Trade Commission (“FTC”) has accepted a proposed consent order for public comment and has terminated the Hart-Scott-Rodino waiting period applicable to ON Semiconductor’s proposed acquisition of Fairchild Semiconductor International, Inc. (Nasdaq: FCS) (“Fairchild”). Under the proposed consent order and in order to satisfy the FTC’s remaining concerns, prior to the closing of the acquisition of Fairchild, the FTC required that ON Semiconductor dispose of its planar insulated gate bipolar transistor (“Ignition IGBT”) business, which business generated less than $25 million in revenue during fiscal year 2015. In satisfaction of this requirement, ON Semiconductor announced today that it has entered into a definitive agreement with respect to the divestiture of the Ignition IGBT business to Littelfuse, Inc. (NASDAQ:LFUS) (“Littelfuse”) and has also entered into a separate definitive agreement with Littelfuse to sell its transient voltage suppression (“TVS”) diode and switching thyristor product lines, for a combined $104 million in cash. No manufacturing assets will be transferred by ON Semiconductor in connection with the divestiture of the Ignition IGBT business or the sale of the TVS and thyristor businesses, and both asset sales are expected to close on August 29, 2016.

The completion of ON Semiconductor’s previously announced tender offer (the “Offer”) to purchase all of the outstanding shares of common stock of Fairchild for $20.00 per share in cash remains subject to certain customary terms and conditions set forth in the Offer to Purchase, dated December 4, 2015, as amended (the “Offer to Purchase”), and other related materials by which the Offer is being made.

The condition to the Offer relating to the termination or expiration of required waiting periods under the HSR Act has been satisfied. The proposed FTC consent order is subject to public comment for 30 days and to final approval by the FTC, although this will not affect the parties’ ability to close the transaction when all other conditions to closing have been satisfied.

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