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ON Semiconductor Corporation (NASDAQ:ONNN) announced today that it has
completed its acquisition of AMIS Holdings, Inc. (NASDAQ:AMIS) in a
stock-for-stock merger. Under the terms of the merger agreement, holders
of AMIS will generally receive 1.15 shares of ON Semiconductor common
stock for each share of AMIS common stock they own as of the close of
business today. ON Semiconductor will issue a total of approximately 103
million shares of common stock on a fully diluted basis to complete the
transaction. Former AMIS stockholders now own approximately 26 percent
of ON Semiconductor. At closing, ON Semiconductor repaid AMIS’s
senior bank facility with cash on hand from both companies.
“The merger represents an important step in
the transformation of ON Semiconductor,” said
Keith Jackson, ON Semiconductor president and chief executive officer. “ON
Semiconductor is now solidly positioned as a global leader of efficient
power and analog solutions. The acquisition brings together ON
Semiconductor’s leading standard products,
operational excellence and manufacturing infrastructure with AMIS’s
substantial custom product portfolio enabling us to more comprehensively
address our customers’ needs. Furthermore, we
expect to achieve significant operating and manufacturing cost savings.
Starting this week, the company will begin executing the planned
operational integration of the two companies to ensure a smooth
transition and create immediate value for our customers, partners and
investors.”
“Our merger with ON Semiconductor is a great
opportunity for our customers, employees, stockholders and their future,”
said Christine King, AMIS’s former chief
executive officer and president. “I am also
looking forward to joining the ON Semiconductor board of directors
effective today.”
Additional details regarding the acquisition will be made available
during a conference call to discuss ON Semiconductor’s
first quarter 2008 results. The call is currently scheduled for May 7,
2008. During this call, the company also intends to discuss the gross
margin and net income per share effects associated with the purchase
accounting rules. Specifically, the company will outline the
amortization of intangibles, in-process research and development
charges, write-up of inventories and other non-cash transaction-related
impacts to our financial statements. These purchase accounting rules
should have no impact to the ongoing free cash flow of ON Semiconductor
but will affect U.S. GAAP gross margins and net income per share for a
period of time.
About ON Semiconductor
With its global logistics network and strong product portfolio, ON
Semiconductor (NASDAQ:ONNN) is a preferred supplier of efficient power
solutions to customers in the power supply, automotive, communication,
computer, consumer, medical, industrial, mobile phone, and
military/aerospace markets. The company’s
broad portfolio includes power, analog, DSP, mixed-signal, advance
logic, clock management and standard component devices. Global corporate
headquarters are located in Phoenix, Arizona. The company operates 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.
This news release includes “forward-looking
statements” as that term is defined in
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. All statements other
than statements of historical fact are statements that could be deemed
forward-looking statements and are often characterized by the use of
words such as “believes,”
“expects,” “estimates,”
“projects,” “may,”
“will,” “intends,”
“plans,” or “anticipates,”
or by discussions of strategy, plans or intentions. 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’s control. In particular, such risks
and uncertainties include difficulties encountered in integrating merged
businesses; 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 12, 2008, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and other of ON’s SEC filings, and
AMIS’s Annual Report on Form 10-K as filed
with the SEC on February 26, 2008, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and other of AMIS’s
SEC filings. These forward-looking statements should not be relied upon
as representing ON’s or AMIS’s
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.