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ON Semi acquires Catalyst for $115M

Posted: 21 Jul 2008 ?? ?Print Version ?Bookmark and Share

Keywords:acquisition? merger agreement? mixed-signal IC?

ON Semiconductor Corp. has signed a definitive agreement to acquire Catalyst Semiconductor Inc. in an all-stock transaction valued at approximately $115 million. Catalyst shareholders will receive 0.706 shares of ON Semi common stock for each share of Catalyst common stock they own.

Under the terms of the agreement, which has been approved by both boards of directors, the fixed exchange ratio will be 0.706 shares of ON Semi common stock for each share of Catalyst common stock. Upon completion of the transaction, ON Semi will issue approximately 13 million shares of common stock on a fully diluted basis to complete the transaction or approximately 3 percent of ON Semi's fully diluted shares outstanding.

"The acquisition of Catalyst will add to our high gross margin analog and mixed-signal product offerings for the digital consumer and wireless end-markets," said Keith Jackson, ON Semi president and CEO.

"This transaction represents a compelling opportunity for Catalyst employees, customers and shareholders," stated Gelu Voicu, CEO of Catalyst. "To compete successfully in today's global marketplace, size and scale are very important. We are pleased to become part of a leading global company in the semiconductor sector." Voicu added that On Semi's operational capabilities and supply chain will help Catalyst products penetrate the automotive, consumer and industrial end-markets, with ON Semi's global customer and channel footprint.

The transaction is subject to the approval of shareholders of Catalyst as well as customary closing conditions and regulatory approvals. The companies expect the transaction to close in Q4 08.





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