ON Semiconductor Corporation Completes Tender Offer for California Micro Devices Corporation
January 27 2010 - 8:30AM
Business Wire
ON Semiconductor Corporation (Nasdaq: ONNN) today announced the
successful completion of its tender offer for California Micro
Devices Corporation (Nasdaq: CAMD), which expired January 26, 2010
at 12:00 midnight, New York City time. The 21,257,315 tendered
shares represent approximately 90.5 percent of outstanding
California Micro Devices Corporation shares. An additional 339,156
shares were tendered by notice of guaranteed delivery. ON
Semiconductor has accepted for payment the shares validly tendered
and not withdrawn. As a result of the valid tenders and acceptance
of payment, ON Semiconductor will own more than 90 percent of
outstanding California Micro Devices Corporation shares and expects
to promptly complete the acquisition of California Micro Devices
Corporation in accordance with applicable provisions of Delaware
law that authorize the completion of the merger as a “short form”
merger without a vote or meeting of the stockholders of California
Micro Devices Corporation.
“The acquisition of California Micro Devices will significantly
strengthen our offering of application specific integrated passive
(ASIP) devices to protect products in the wireless, computing and
consumer electronics end-markets,” said Keith Jackson, ON
Semiconductor president and CEO. “In addition, CMD’s expertise in
protection solutions for the high brightness LED (HBLED) market, as
well as their strengths in LC-based EMI (electromagnetic
interference) filtering and low capacitance ESD (electrostatic
discharge) protection, complement our existing portfolio of
protection and lighting solutions. With technology and process
development expertise in ESD and EMI protection, CMD is highly
differentiated in the marketplace – as demonstrated by their strong
relationships with leading global customers across multiple large
and growing applications. Combined with ON Semiconductor’s global
sales channel footprint and effective channels of distribution, we
expect to be able to support a broader and deeper penetration of
CMD’s overall product portfolio with market-leading customers. This
should enable us to accelerate revenue growth for CMD’s products
and increase market share. We also believe CMD’s products and
operations will benefit from ON Semiconductor’s world-class
manufacturing capabilities. We intend to provide further details on
the acquisition during our regularly scheduled fourth quarter 2009
earnings call on February 3, 2010.”
“California Micro Devices becoming a part of ON Semiconductor
represents a compelling opportunity for our customers, employees
and shareholders,” said Robert Dickinson, president and CEO of CMD.
“To compete successfully in today’s global marketplace, size and
scale are very important so we are pleased to become part of a
leading global company in the semiconductor sector. Combining our
leading-edge protection technology with ON Semiconductor’s
world-class operational capabilities, supply chain and global
customer and channel footprint will enable CMD’s products to better
penetrate the mobile, consumer, laptop and lighting
end-markets.”
About ON Semiconductor
ON Semiconductor (Nasdaq: ONNN) is a premier supplier of high
performance, energy efficient, silicon solutions for green
electronics. The company's broad portfolio of power and signal
management, logic, discrete and custom devices helps customers to
quickly and cost-effectively solve their unique design
challenges in automotive, communications, computing, consumer
electronics, LED lighting, medical, industrial, military/aerospace
and power applications. ON Semiconductor operates
a world-class, value-added supply chain 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.
Securities Law Disclosure and Additional Information
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 consummation and benefits of the
transaction between ON Semiconductor Corporation (“ON”) and
California Micro Devices Corporation (“California Micro Devices”)
and the future financial performance of ON. These forward-looking
statements are based on information available to ON and California
Micro Devices 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 California Micro Devices’
control. In particular, such risks and uncertainties include
difficulties encountered in integrating merged businesses; the
possibility that expected benefits and cost savings may not
materialize as expected, 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 for its
current products; the adverse impact of competitive product
announcements; revenues and operating performance; poor economic
conditions and markets, including the current credit markets; 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 including foreign employment and labor
matters associated with unions and collective bargaining
agreements; 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 Semiconductor’s
Annual Report on Form 10-K, as filed with the Securities and
Exchange Commission (the “SEC”) on February 27, 2009,
Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and other of ON Semiconductor’s SEC filings, and
California Micro Devices’ Annual Report on Form 10-K, as filed
with the SEC on June 15, 2009, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and other of
California Micro Devices’ SEC filings. These forward-looking
statements should not be relied upon as representing ON
Semiconductor’s or California Micro Devices’ views as of any
subsequent date and neither undertakes any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made.
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