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ON Semiconductor Corporation (NASDAQ: ONNN) and AMIS Holdings, Inc.
(NASDAQ: AMIS) announced that stockholders of each company have voted in
favor of ON Semiconductor’s proposed
acquisition of AMIS in a stock-for-stock merger at their respective
special stockholders meetings held today. For both companies, in excess
of a majority of the shares outstanding were cast in favor of the
proposals relating to the merger. Over 90 percent of the shares voted in
both companies were voted FOR the merger.
Under the terms of the merger agreement, holders of AMIS common stock
will generally receive 1.15 shares of ON Semiconductor common stock for
each share of AMIS common stock they own at the closing of the merger.
The transaction is expected to close on Monday, March 17, 2008, subject
to the satisfaction of customary closing conditions.
About ON Semiconductor
With its global logistics network and strong portfolio of power
semiconductor devices, ON Semiconductor (NASDAQ: ONNN) is a preferred
supplier of power solutions to engineers, purchasing professionals,
distributors and contract manufacturers in the power supply, computer,
consumer, portable/wireless, automotive and industrial markets. For more
information, please visit ON Semiconductor’s
website at http://www.onsemi.com.
About AMI Semiconductor
AMI Semiconductor (NASDAQ: AMIS) is a leader in the design and
manufacture of silicon solutions for the real world. As a widely
recognized innovator in state-of-the-art mixed-signal and digital
products, AMIS is committed to providing customers in the automotive,
medical, industrial, mil/aero, and communication markets with the
optimal value, quickest time-to-market semiconductor solutions. AMI
Semiconductor operates globally with headquarters in Pocatello, Idaho,
European corporate offices in Oudenaarde, Belgium, and a network of
sales and design centers located in the key markets of the North
America, Europe and the Asia Pacific region. For more information,
please visit the AMIS Web site at www.amis.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’ 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 risk that ON is not able to repay or refinance AMIS’
outstanding debt prior to or concurrent with the completion of the
merger transaction; 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’ 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’
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.