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ON Semi buys AMIS Holdings for $915M

Posted: 18 Dec 2007 ?? ?Print Version ?Bookmark and Share

Keywords:acquisition? automotive? power solution?

ON Semiconductor Corp. and AMIS Holdings Inc., parent company of AMI Semiconductor, have signed a definitive agreement ON Semiconductor to acquire AMIS for approximately $915 million.

Under the terms of the agreement, which has been approved by both boards of directors, AMIS shareholders will receive 1.15 shares of ON Semi common stock for each share of AMIS common stock they own. Based on the closing stock price of ON Semi on Dec. 12, this represents a value to AMIS shareholders of approximately $10.14 per share. Upon completion of the transaction, ON Semi will issue approximately 104 million shares of common stock on a fully diluted basis to complete the transaction. ON Semiconductor and AMIS stockholders will own approximately 74 percent and 26 percent, respectively, of the combined company.

"AMIS will immediately contribute exciting new products and capabilities in the medical and military/aerospace markets and will complement our existing automotive and industrial businesses," said Keith Jackson, ON Semiconductor president and CEO. "Over time, we plan to leverage the advanced sub-micron capabilities of our Gresham, Oregon, fabrication facility to achieve operational synergies and extend AMIS's high voltage and low power offerings"

"Through the combination, our employees will have access to a more complete technology roadmap and capabilities as well as the opportunity to serve our customers with a wider array of products; either custom or standard," stated Christine King, CEO of AMIS.

Jackson will serve as president and CEO of the combined company, which will retain its corporate headquarters in Phoenix, Arizona, with a significant presence maintained in Pocatello, Idaho, Belgium and various other locations worldwide. ON Semi non-executive chairman J. Daniel McCranie will continue as non-executive chairman of the board of directors of the combined company, which will be expanded to eight members with the addition of King.




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