|
3
This document contains forward-looking statements within the meaning of the Private
Securities Litigation Reform
Act of 1995. These forward-looking
statements include, but are not limited to, statements related to the benefits of the
proposed transaction between ON Semiconductor Corporation (“ON”) and AMIS
Holdings, Inc. (“AMIS”) and the future
financial performance of
ON. These forward-looking statements are based on information available to ON and AMIS as
of the date of this release and current expectations, forecasts and assumptions and
involve a number of risks and
uncertainties that could cause actual results
to differ materially from those anticipated by these forward-looking
statements. Such risks and uncertainties include a variety of factors, some of which are
beyond ON’s or AMIS’
control.
In
particular,
such
risks
and
uncertainties
include
difficulties
encountered
in
integrating
merged
businesses;
the
risk
that
the transaction does not close, including the risk that the requisite stockholder and
regulatory approvals may not be
obtained; the variable demand and the
aggressive pricing environment for semiconductor products; dependence on
each company’s ability to successfully manufacture in increasing volumes on a
cost-effective basis and with acceptable
quality its current products; the adverse impact of competitive product announcements;
revenues and operating
performance, changes in overall economic conditions,
the cyclical nature of the semiconductor industry, changes in
demand for our
products, changes in inventories at customers and
distributors,
technological and product development
risks, availability of raw materials,
competitors' actions, pricing and gross margin pressures, loss of key customers,
order cancellations or reduced bookings, changes in manufacturing yields, control of
costs and expenses, significant
litigation, risks associated with
acquisitions and dispositions,
risks associated with leverage and
restrictive covenants in
debt agreements, risks associated with
international operations,
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 (including pursuant to
Section 404 of the Sarbanes-Oxley
Act of 2002), and risks involving
environmental or other governmental regulation. Information concerning additional
factors that could cause results to differ materially from those
projected in the forward-looking statements is contained
in ON’s Annual Report on Form 10-K as filed with the Securities and Exchange
Commission (the “SEC”) on February
23, 2007, Quarterly Reports on
Form 10-Q Current Reports on Form 8-K and other of ON’s SEC filings, and AMIS’
Annual Report on Form 10-K as filed with the SEC on February 28, 2007, Quarterly
Reports on Form 10-Q, Current
Reports on Form 8-K and other of
AMIS’
SEC filings. These forward-looking statements should not be
relied upon as
representing ON’s or AMIS’
views as of any subsequent date and neither undertake any obligation to update
forward-
looking statements to reflect events or circumstances after the
date they were made.
425 Language
|