UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement under
Section 14(d)(4) of the Securities Exchange Act of 1934
California Micro
Devices Corporation
(Name of Subject Company)
California Micro Devices Corporation
(Name of
Person( Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
130439102
(CUSIP Number of Class of Securities)
Kevin J. Berry
Chief Financial Officer
California Micro Devices Corporation
490 N. McCarthy Blvd., No. 100
Milpitas, CA 95035-5112
(408) 263-3214
(Name, address and telephone number of person authorized
to receive
notices and communications on behalf of the person(s) filing statement)
With copies to:
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Stephen M. Wurzburg, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2475 Hanover
Street
Palo Alto, CA 94304
(650) 233-4500
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x
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Schedule 14D-9 filing consists of the following documents relating to the proposed
acquisition of California Micro Devices Corporation (the Company) by On Semiconductor Corporation. (ON) pursuant to the terms of an Agreement and Plan of Merger dated as of December 14, 2009 by and among the Company, ON
and Pac-10 Globe Acquisition Corporation, an indirect wholly-owned subsidiary of ON: (i) a Joint Press Release of the Company and ON dated December 14, 2009; (ii) a letter to Company customers, sales representatives and distributors
from the CEOs of the Company and ON; (iii) a letter to Company suppliers from the CEOs of the Company and ON; (iv) a letter to Company employees from the CEOs of the Company and ON; (v) a set of Frequently Asked Questions
or FAQs made available to Company employees; and (vi) a power point presentation made to Company employees.
2
ON Semiconductor to Acquire California Micro Devices
for $4.70 per Share in an All-Cash Tender Offer
PHOENIX, Ariz. and MILPITAS, Calif. Dec. 14, 2009
ON Semiconductor (Nasdaq:
ONNN
) and California Micro Devices (Nasdaq:
CAMD
) today announced the signing of a definitive
merger agreement pursuant to which ON Semiconductor will acquire California Micro Devices (CMD) through a cash tender offer of $4.70 per share. With net cash, cash equivalents and short-term investments of approximately $45 million at the end of
November 2009, the transaction value of CMD represents an enterprise value of approximately $63 million and an equity value of approximately $108 million, based on common stock outstanding and issued. The proposed transaction and related merger
agreement have been approved by each companys board of directors.
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,
CMDs 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 Semiconductors global sales channel footprint and effective channels of distribution, we expect to be able to support a broader and deeper penetration of
CMDs overall product portfolio with market-leading customers. This should enable us to accelerate revenue growth for CMDs products and increase market share. We also believe CMDs products and operations will benefit from ON
Semiconductors world-class manufacturing capabilities.
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 todays 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 Semiconductors world-class operational capabilities, supply chain and global customer and channel
footprint will enable CMDs products to better penetrate the mobile, consumer, laptop and lighting end-markets.
- m o r e -
ON Semiconductor to Acquire California Micro Devices for $4.70 per Share in an All-Cash
Tender Offer
2 2 2 2
Transaction Details
Under the terms of the agreement, which has been approved by both boards of directors, ON Semiconductor will commence a tender offer no later than December 29, 2009, to purchase all of the
outstanding shares of CMDs common stock for $4.70 in cash. The closing of the tender offer is subject to customary conditions, including the tender of a number of shares that constitutes at least a majority of CMDs outstanding shares of
common stock on a fully diluted basis as further described in the merger agreement. The agreement also provides that the parties effect, subject to the satisfaction or waiver of customary conditions, a merger following the completion of the tender
offer, which will result in all shares of CMD common stock not tendered in the tender offer being converted into the right to receive the same $4.70 per share in cash paid in the tender offer. ON Semiconductor will finance the acquisition using
existing cash resources and the closing of the transaction is not contingent on the receipt of financing. The companies expect the transaction to close in the first quarter of 2010.
Upon closing, ON Semiconductor may record a one-time charge for purchased in-process research and development expenses and other deal related costs. The amount of that charge, if any, has not yet been
determined.
This acquisition is directly aligned with both our strategic and financial goals, said Donald Colvin, ON
Semiconductor executive vice president and CFO. The transaction value represents approximately 1.6 times trailing twelve month sales plus cash. We also believe ON Semiconductors operational strengths will significantly benefit the
revenue and margin potential of CMD. Given the significant synergies we expect to realize from this combination, we anticipate that the acquisition will be accretive to earnings per share within the first year post the transaction close. We intend
to provide further details on the acquisition and our fourth quarter 2009 results on our regularly scheduled quarterly earnings conference call in February 2010.
GCA Savvian Advisors, LLC acted as exclusive financial advisor to ON Semiconductor and is acting as the dealer manager for the Tender Offer. DLA Piper US LLP acted as legal counsel to ON Semiconductor.
Pillsbury Winthrop Shaw Pittman LLP acted as legal counsel and Needham & Company LLC provided a fairness opinion to California Micro Devices.
About ON Semiconductor
With its global logistics network and broad product portfolio, ON Semiconductor (Nasdaq: ONNN) is a
premier supplier of high performance, energy efficient, silicon solutions that enable designers to quickly and cost-effectively improve system efficiency for electronics in the
computing, communications, consumer, automotive, industrial, medical
and military/aerospace markets
. The companys portfolio includes power management, signal, logic, discrete and custom devices. 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 to Acquire California Micro Devices for $4.70 per Share in an All-Cash
Tender Offer
3 3 3 3
About California Micro Devices
California Micro Devices is a leading supplier of protection devices for the mobile handset, high brightness LED (HBLED), digital consumer electronics and personal computer markets. Detailed corporate and
product information may be accessed at
http://www.cmd.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 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 commencement, consummation, and benefits of the proposed 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 ONs or California Micro Devices control. In particular, such risks and uncertainties include difficulties encountered in integrating merged businesses; the risk that the tender offer does not commence or is
unsuccessful (either because enough shares are not tendered or because other conditions are not timely satisfied) or that the follow-on merger does not close or is delayed, including the risk that the requisite stockholder and regulatory approvals
may not be obtained; 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 companys 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 Semiconductors 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 Semiconductors SEC filings, and California Micro Devices Quarterly Report on Form 10-Q as filed with the SEC on November 9, 2009, 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 Semiconductors 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.
Securities Law Disclosure and
Additional Information
The tender offer for the outstanding shares of common stock of California Micro Devices Corporation
(California Micro Devices or CMD) has not yet commenced. No statement in this document is an offer to purchase or a solicitation of an offer to sell securities. At the time the tender offer is commenced, ON Semiconductor
Corporation and an indirect wholly-
ON Semiconductor to Acquire California Micro Devices for $4.70 per Share in an All-Cash
Tender Offer
4 4 4 4
owned subsidiary of ON Semiconductor Corporation will file a tender offer statement on Schedule TO with the Securities and Exchange Commission, and California Micro Devices will file a
solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. Any offers to purchase or solicitations of offers to sell will be made only pursuant to such tender offer statement. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer documents) and the related solicitation/recommendation statement will contain important information, including the various terms of, and conditions to, the tender offer, that should
be read carefully by CMDs stockholders before they make any decision with respect to the tender offer. Such materials, when prepared and ready for release, will be made available to California Micro Devices stockholders at no expense to
them. In addition, at such time such materials (and all other offer documents filed with the SEC) will be available at no charge on the SECs Web site:
www.sec.gov
and also may be obtained by contacting investor relations at
ir@calmicro.com, or by mail at California Micro Devices Corporation Investor Relations, 490 N. McCarthy Blvd., No. 100, Milpitas, CA 95051, or by telephone at 1- 408-934-3144.
CONTACTS
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Anne Spitza
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Ken Rizvi
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Corporate Communications
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M&A, Treasury & Investor Relations
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ON Semiconductor
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ON Semiconductor
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(602) 244-6398
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(602) 244-3437
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anne.spitza@onsemi.com
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ken.rizvi@onsemi.com
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Kevin Berry
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Chief Financial Officer
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California Micro Devices
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408-934-3144
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kevinb@cmd.com
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TO:
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Our Valued Customers, Sales Representatives and Distributors
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DATE:
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December 14, 2009
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SUBJECT:
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Pending Acquisition of California Micro Devices by ON Semiconductor
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Dear Customer,
This morning we jointly announced with ON Semiconductor the signing of a definitive merger agreement providing for the acquisition of California Micro Devices (CMD) by ON Semiconductor. The details are
covered in the attached press announcement, which was released this morning.
To compete successfully in todays global marketplace, size
and scale are very important. Through merging with a leading global semiconductor company such as ON Semiconductor, we will be better able to support the needs of our customer base while continuing to provide access to industry leading protection
technology and products.
We are very pleased at the prospect of becoming a part of the ON Semiconductor team and we will continue to provide
the highest levels of service and support you expect.
We will be conducting business as usual, so for all product, business and technical
support issues, please continue to work with your local CMD Sales Manager.
We will keep you informed as we proceed through the acquisition
process and invite you to contact Dan Hauck, vice president of sales (408-934-3102) or Kyle Baker, vice president of marketing (408.934-3117) with any questions you may have.
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Best Regards,
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/s/ Robert V. Dickinson
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/s/ Keith D. Jackson
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President and CEO
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President and CEO
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California Micro Devices
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ON Semiconductor
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Securities Law Disclosure and Additional Information
The tender offer for the outstanding shares of common stock of California Micro Devices Corporation (California Micro Devices
or CMD) has not yet commenced. No statement in this document is an offer to purchase or a solicitation of an offer to sell securities. At the time the tender offer is commenced, ON Semiconductor Corporation and an indirect wholly-owned
subsidiary of ON Semiconductor Corporation will file a tender offer statement on Schedule TO with the Securities and Exchange Commission, and California Micro Devices will file a solicitation/recommendation statement on Schedule 14D-9 with respect
to the tender offer. Any offers to purchase or solicitations of offers to sell will be made only pursuant to such tender offer statement. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer
documents) and the related solicitation/recommendation statement will contain important information, including the various terms of, and conditions to, the tender
California Micro Devices Corporation
490 N. McCarthy Blvd. #100, Milpitas, CA 95035-5112
www.calmicro.com
Tel:408.263.3214
Fax:408.263.7846
offer, that should be read carefully by CMDs stockholders before they make any decision with respect to the tender offer. Such materials, when prepared and ready for release, will be
made available to California Micro Devices stockholders at no expense to them. In addition, at such time such materials (and all other offer documents filed with the SEC) will be available at no charge on the SECs Web site:
www.sec.gov
and also may be obtained by contacting investor relations at ir@calmicro.com, or by mail at California Micro Devices Corporation Investor Relations, 490 N. McCarthy Blvd., No. 100, Milpitas, CA 95051, or by telephone at 1-
408-934-3144.
California Micro Devices Corporation
490 N. McCarthy Blvd. #100, Milpitas, CA 95035-5112
www.calmicro.com
Tel:408.263.3214
Fax:408.263.7846
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TO:
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Our Valued Suppliers
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DATE:
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December 14, 2009
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SUBJECT:
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Pending Acquisition of California Micro Devices by ON Semiconductor
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This morning we jointly announced with ON Semiconductor the signing of a definitive merger agreement
providing for the acquisition of California Micro Devices by ON Semiconductor. The details are covered in the attached press announcement, which was released this morning.
This merger will enable us to successfully compete in todays global market place and better support the needs of our customer base.
We are very pleased at the prospect of becoming a part of the ON Semiconductor team. We will be conducting business as usual, so for all product, business, technical and quality issues, please continue to
work with your usual California Micro Devices contacts.
We will keep you informed as we proceed through the acquisition process and invite
you to contact us directly with any questions you may have.
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Best Regards,
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/s/ Robert V. Dickinson
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/s/ Keith D. Jackson
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President and CEO
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President and CEO
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California Micro Devices
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ON Semiconductor
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Securities Law Disclosure and Additional Information
The tender offer for the outstanding shares of common stock of California Micro Devices Corporation (California Micro Devices
or CMD) has not yet commenced. No statement in this document is an offer to purchase or a solicitation of an offer to sell securities. At the time the tender offer is commenced, ON Semiconductor Corporation and an indirect wholly-owned
subsidiary of ON Semiconductor Corporation will file a tender offer statement on Schedule TO with the Securities and Exchange Commission, and California Micro Devices will file a solicitation/recommendation statement on Schedule 14D-9 with respect
to the tender offer. Any offers to purchase or solicitations of offers to sell will be made only pursuant to such tender offer statement. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer
documents) and the related solicitation/recommendation statement will contain important information, including the various terms of, and conditions to, the tender offer, that should be read carefully by CMDs stockholders before they make any
decision with respect to the tender offer. Such materials, when prepared and ready for release, will be made available to California Micro Devices stockholders at no expense to them. In addition, at such time such materials (and all other
offer documents filed with the SEC) will be available at no charge on the SECs Web site:
www.sec.gov
and also may be obtained by contacting investor relations at ir@calmicro.com, or by mail at California Micro Devices Corporation
Investor Relations, 490 N. McCarthy Blvd., No. 100, Milpitas, CA 95051, or by telephone at 1- 408-934-3144.
California Micro Devices Corporation
490 N. McCarthy Blvd. #100, Milpitas, CA 95035-5112
www.calmicro.com
Tel:408.263.3214
Fax:408.263.7846
Internal Communication
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TO:
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All California Micro Devices Employees
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DATE:
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December 14, 2009
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SUBJECT:
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Acquisition of California Micro Devices by ON Semiconductor
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A few minutes ago, we jointly announced with ON Semiconductor the signing of a definitive merger
agreement providing for the acquisition of California Micro Devices by ON Semiconductor. The details are covered in a press release issued this morning and in an FAQs document, both of which are attached.
To compete successfully in todays global marketplace, size and scale are very important. I am pleased to announce that, upon completion of the
acquisition, we will become part of a leading global semiconductor company, a move that will enable us to better penetrate the wireless, computing, consumer electronics and lighting end-markets utilizing ON Semiconductors global customer and
channel footprint combined with our leading edge technology.
Today, we will be conducting an all hands meeting in Milpitas which
will be webcast. All non-Milpitas employees in the U.S. and Europe should log in to the webcast. It will also be available for replay. In addition, we will have a conference call for our employees in Asia later in the day. The schedule and dial-in
information for these meetings is below.
Best Regards,
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/s/ Robert V. Dickinson
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/s/ Keith D. Jackson
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President and CEO
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President and CEO
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California Micro Devices
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ON Semiconductor
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Date
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Time
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Attendees
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Login Information
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14-Dec-09
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11 a.m. PST (Live)
Recorded
Replay Available
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All CMD Headquarters All
Milpitas employees plus other
U.S. and European employees
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http://phx.corporate-
ir.net/
phoenix.zhtml?p=irol-
eventDetails&c=88234&eventID=2606416
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14-Dec-09
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6:00 p.m. PST
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All employees in China, Hong
Kong, Japan, Korea and Taiwan
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See international dial-in numbers below
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California Micro Devices Corporation
490 N. McCarthy Blvd. #100, Milpitas, CA 95035-5112
www.calmicro.com
Tel:408.263.3214
Fax:408.263.7846
Conference Call Dial in Numbers for 6 p.m. PST Asia Sales Call
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U.S. Local Toll-Free:
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1.877.414.0181
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U.S. International Access Number:
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1.650.227.3443 (Not a toll-free number)
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China North:
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108007140758
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China South (China Telecom):
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108001400733
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Finland:
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0800110016 (SAC Code 5129) or 358972519305
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Hong Kong:
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800903850 or 030114574
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Japan:
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00531160456 or 0357675586
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Korea (South):
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00308131720 or 0234837052
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Taiwan:
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00801126665
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United Kingdom:
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08082348431 or 02031070273
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ACCESS CODE:
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4082633214#
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Securities Law Disclosure and Additional Information
The tender offer for the outstanding shares of common stock of California Micro Devices Corporation (California Micro Devices
or CMD) has not yet commenced. No statement in this document is an offer to purchase or a solicitation of an offer to sell securities. At the time the tender offer is commenced, ON Semiconductor Corporation and an indirect wholly-owned
subsidiary of ON Semiconductor Corporation will file a tender offer statement on Schedule TO with the Securities and Exchange Commission, and California Micro Devices will file a solicitation/recommendation statement on Schedule 14D-9 with respect
to the tender offer. Any offers to purchase or solicitations of offers to sell will be made only pursuant to such tender offer statement. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer
documents) and the related solicitation/recommendation statement will contain important information, including the various terms of, and conditions to, the tender offer, that should be read carefully by CMDs stockholders before they make any
decision with respect to the tender offer. Such materials, when prepared and ready for release, will be made available to California Micro Devices stockholders at no expense to them. In addition, at such time such materials (and all other
offer documents filed with the SEC) will be available at no charge on the SECs Web site:
www.sec.gov
. and also may be obtained by contacting investor relations at ir@calmicro.com, or by mail at California Micro Devices Corporation
Investor Relations, 490 N. McCarthy Blvd., No. 100, Milpitas, CA 95051, or by telephone at 1- 408-934-3144.
California Micro Devices Corporation
490 N. McCarthy Blvd. #100, Milpitas, CA 95035-5112
www.calmicro.com
Tel:408.263.3214
Fax:408.263.7846
FAQs Pending Acquisition of California Micro Devices by ON Semiconductor
FREQUENTLY ASKED QUESTIONS
TABLE OF CONTENTS
1
FAQs Pending Acquisition of California Micro Devices by ON Semiconductor
FREQUENTLY ASKED QUESTIONS
Transaction Summary
What does the announcement mean?
ON Semiconductor and California Micro Devices (CMD) have signed a definitive merger agreement for ON Semiconductor to acquire CMD. Under
the terms of the agreement, ON Semiconductor will make a cash tender offer to acquire all of the issued and outstanding shares of common stock of CMD. If you own shares of CMD common stock, you will receive $4.70 in cash per common share of CMD
owned if you tender them or else at the closing date of the follow-on acquisition.
Your CMD stock options will be exchanged for ON
Semiconductor stock options at a ratio equal to the acquisition price per share of $4.70 divided by the average closing price of ON Semiconductor shares for the five trading days immediately preceding the closing date of the merger for each CMD
stock option owned. The exercise price for the ON Semiconductor options will be equal to the CMD exercise price times the ratio of the average price of ON Semiconductor shares for five days preceding the close to $4.70.
Why does ON Semiconductor want to acquire CMD?
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CMD will significantly strengthen ON Semiconductors offering of application specific integrated passive (ASIP) devices to protect products in the
wireless, computing and consumer electronics end-markets.
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CMDs expertise in protection solutions for the High Brightness LED (HBLED) market, as well as their strengths in LC-based EMI filtering and low
capacitance ESD protection, will complement ON Semiconductors existing portfolio or protection and lighting solutions.
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CMD technology and process development expertise in ESD and EMI protection is highly differentiated in the market as demonstrated by their strong
relationships with leading global customers across multiple large and growing applications.
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CMDs business generated more than $11 million in sales in their most recent quarter which ended in September 2009a business that grew 19
percent versus the prior quarter.
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With the combination of ON Semiconductors global footprint, effective channels of distribution, and top-tier customer relationships, ON
Semiconductor expects to be able to support a broader and deeper penetration of CMDs overall product portfolio.
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CMDs strong portfolio offering should also benefit from ON Semiconductors world-class manufacturing capabilities.
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Does the announcement mean a deal has been completed?
This transaction is not done. There are a number of processes and potential government filings that we need to complete before the deal is closed. We currently expect the deal to close in the first
quarter of 2010, subject to the acceptance and tendering of shares related to the tender offer by CMD shareholders as well as customary closing conditions and regulatory approvals and the completion of the anticipated follow-on acquisition.
Do ON Semiconductor shareholders have to approve the transaction?
ON Semiconductor shareholders do not need to vote on this agreement. SEC regulations do not require a vote.
California Micro Devices shareholders will either accept the proposed Tender Offer Conditions and tender their shares or else be cashed out in the anticipated follow-on acquisition. We would anticipate
that the acquisition will be completed by the first quarter of 2010.
How many CMD employees are impacted by this decision?
All of the approximately 84 CMD employees will be directly impacted by this decision.
2
FAQs Pending Acquisition of California Micro Devices by ON Semiconductor
Where are the majority of the employees involved in this deal located?
The majority of employees are located in Milpitas, California with a design center located in Tempe, Arizona and field sales and other employees located
around the world.
What resources will ON Semiconductor utilize for the purchase?
This will be an all cash transaction. ON Semiconductor had approximately $470.2 million of cash, cash equivalents and short-term investments at the end of
its third quarter of 2009.
The press release mentioned enterprise value. What does that mean?
Enterprise value is a measure of a companys value. It is calculated as the market capitalization (share price x shares outstanding) plus any debt minus
cash and short term investments. As of its last reported quarter ending in September 2009, CMD had more than $44 million of cash and cash equivalents on its balance sheet. CMD also had no material debt.
What should I tell my customers about the acquisition?
If asked, tell customers that the deal is still pending subject to the official close. However, if the deal is completed, there are long-term benefits to customers including stronger and broader product
portfolio, integrated sales channels, and world-class manufacturing capabilities to meet demand changes and enhanced scale.
What if
customers ask me questions that I dont know the answers to?
If you dont know the answers, its okay to say that you
dont know, but that you will find out and get back to them. The best way to do this is to contact your manager.
What should I do if
a journalist asks me a question?
Please direct all media inquiries to the media relations department of ON Semiconductor or CMD.
ON Semiconductor
Anne Spitza
Corporate Communications
602-244-6398
anne.spitza@onsemi.com
Kevin Berry
Chief Financial Officer
408-934-3144
kevinb@cmd.com
3
FAQs Pending Acquisition of California Micro Devices by ON Semiconductor
Acquisition Background
Who is California Micro Devices?
CMD
(NASDAQ: CAMD) is a leading supplier of application specific integrated passive (ASIP) devices for products for the mobile handset, high brightness LED (HBLED), digital consumer electronics and personal computer markets. Key product lines include
ASIP protection devices for mobile handsets, HBLEDs, digital consumer electronics products and personal computers.
CMD was incorporated in
1980 and has been public since 1986.
Products include low capacitance, low profile ESD protection arrays featuring
PicoGuard XP
®
and PicoGuard XS
®
architectures. XtremeESD products which are ideal for protection of high speed serial interfaces in digital TVs and LCD display monitors such as MDDI, MIPI
®
or USB2.0 High-Speed. CMDs Praetorian
®
ESD/EMI protection devices are multichannel LC EMI filters with ESD protection using spiral inductors combined with semiconductor circuit elements. These devices help
enable superior filter performance making them ideal for high resolution display and camera interfaces in mobile handsets.
The LuxGuard
family of ESD protection devices features silicon submounts and TVS diodes designed specifically for high power, high brightness LED applications. CMD introduced their first LED protection devices in 2001, and since then has shipped more than
300 million units to HB LED customers worldwide.
CMD MediaGuard
HDMI protection devices feature ESD protection for
all 12 HDMI data lines plus level shifting, backdrive protection, and overcurrent protection for HDMI ports on digital TVs, cable and satellite set-top boxes, DVD players and recorders, and other digital video devices.
CMD Centurion
ESD/EMI protection devices include Zener diode ESD arrays plus multichannel RC EMI filters with ESD protection for mobile
handset applications including dataports and internal interfaces to displays and cameras.
The CMD headquarters facility is located in
Milpitas, California with regional offices in Tempe, Chicago, Hong Kong, Korea, China, Taiwan, Finland, Japan and the United Kingdom.
For
more information visit:
http://www.cmd.com
.
When do you expect the deal to close?
We expect to close the deal during ON Semiconductors first quarter of 2010 subject to the tender offer process, satisfaction of any necessary
regulatory approvals and customary closing conditions and completion of the anticipated follow-on acquisition.
What happens after this
initial announcement?
ON Semiconductor and CMD will prepare the necessary documentation for ON Semiconductor to commence the tender offer
which will remain open for at least 20 business days. We will also prepare for the completion of the transaction and the successful integration of CMD into ON Semiconductor. After the tender offer closes, there will be a follow-on acquisition and
the sale of CMD to ON Semiconductor will be complete.
4
FAQs Pending Acquisition of California Micro Devices by ON Semiconductor
When and where will CMD employees get more information about this acquisition?
Updates throughout the process will be provided to all employees via e-mail and company leaders.
Who or where should I direct questions?
Questions should be sent to your manager, your local HR representatives or employee.questions@onsemi.com.
5
FAQs Pending Acquisition of California Micro Devices by ON Semiconductor
About ON Semiconductor
Who is ON Semiconductor?
|
|
|
ON Semiconductor (Nasdaq: ONNN) is a premier supplier of high performance, energy efficient, silicon solutions that enable designers to quickly and
cost-effectively improve system efficiency for electronics in the computing, communications, consumer, automotive, industrial, medical and military/aerospace markets. The companys portfolio includes power management, signal, logic, discrete
and custom devices.
|
|
|
|
Global corporate headquarters are 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. ON Semiconductor:
|
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|
Had 2008 Annual Revenue of $2.055 Billion
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Enables energy efficient solutions for a greener world
|
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Provides a broad array of products and solutions
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|
Helps customers solve their unique design challenges
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Operates a world-class, value added supply chain
|
|
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Sales break-out by end-market
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Industrial/Mil/Aero 17%
|
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|
ON Semiconductor designs, manufactures and markets an extensive portfolio of semiconductor components that addresses the design needs of sophisticated
electronic systems and products.
|
|
|
|
The companys power management semiconductor components distribute and monitor the supply of power to the different elements within a wide variety
of electronic devices.
|
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The companys data management semiconductor components provide high-performance clock management and data flow management for precision computing
and communications systems.
|
|
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|
Their standard semiconductor components serve as building block components within virtually all electronic devices.
|
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|
|
For more details please go to
http://www.onsemi.com
.
|
Where is the ON Semiconductors headquarters?
The company is headquartered in
Phoenix, Arizona, USA. The company owns and operates several development centers and several manufacturing facilities located throughout the U.S., Europe and Asia.
How many employees are employed by ON Semiconductor?
Worldwide, ON Semiconductor employs
more than 13,000 employees.
What is ON Semiconductors company mission?
To provide its customers with high quality, cost effective solutions to solve the demanding power and signal management design challenges.
What is ON Semiconductors company vision?
ON Semiconductor is the premier supplier of high performance, energy efficient, silicon solutions for green electronics.
What is
ON Semiconductors business strategy?
ON Semiconductors business strategy is to become the supplier of choice by:
|
|
|
Leveraging our operational strengths
|
6
FAQs Pending Acquisition of California Micro Devices by ON Semiconductor
|
|
|
Building intimate relationships with market-making customers
|
|
|
|
Improving our technological capabilities to provide leadership in power and signal management solutions
|
To follow this strategy ON Semiconductor will continuously:
|
|
|
Dedicate resources to understand the needs of key customers and develop solutions for key applications
|
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Increase rate of technological innovation
|
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Shorten development cycle times
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Lower manufacturing costs
|
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Improve quality and supply chain
|
What is ON Semiconductors Quality/Service philosophy/statement?
ON Semiconductors Quality statement is:
Every ON Semiconductor employee is personally responsible for ensuring the highest quality in products and services delivered to internal and external customers. Continuous improvement in the quality of processes, products, and service is
fundamental to the achievement of customer satisfaction.
Acquisition Impact Upon Completion
Will any products in development be cancelled?
We will review the status of products in development.
Will my work group remain intact?
No work group changes are planned in the short term. The experience and technical expertise of the California Micro Devices staff is a critical aspect
of this transaction and stability in the transition is important to the company.
Who will I report to?
In most cases, employees will continue to report to their current manager.
Employment Upon Acquisition Completion
Do I have a job?
Your employment will transfer over to ON Semiconductor unless you are told otherwise.
What happens to employee benefits?
Employee benefits are expected to stay the same for the near future. We expect to notify employees of any upcoming changes prior to the changes being implemented.
What type of career opportunities could ON Semiconductor present for me?
Career
opportunities are available on the company intranet. Employees are eligible to apply for these opportunities after 12 months of employment with ON Semiconductor.
Will years of service be retained and for how long after joining the new company?
Yes.
Your years of service will be carried over to ON Semiconductor. There is no time limit.
Technology Upon
Acquisition Completion
Will my e-mail address change?
Yes, most likely after closing or shortly thereafter. You will receive information about all of the changes as we progress.
7
FAQs Pending Acquisition of California Micro Devices by ON Semiconductor
Can I keep my IT accessories such as my laptop?
We currently expect the IT and design infrastructure to remain as is.
Payroll
What is the ON Semiconductor payroll cycle?
Bi-weekly.
How does ON Semiconductor do
performance reviews?
The company conducts performance reviews on annual basis during the first calendar quarter of each year. Any increase
is effective the beginning of July.
Compensation
What is the compensation philosophy at ON Semiconductor?
ON Semiconductors
philosophy is to reward employees competitively based on position, performance, market data and experience.
Stock Options
When do I need to exercise my vested CMD shares?
It is not necessary that you exercise your vested CMD options. With the close of the transaction, they will be assumed and converted to option shares of ON Semiconductor.
What happens to my stock options that have not been exercised?
Your CMD stock options will be exchanged for ON Semiconductor stock options at a ratio equal to the acquisition price per share of $4.70 divided by divided by the average closing price of ON Semiconductor
shares for the five trading days immediately preceding the closing date of the merger for each CMD stock option owned. The exercise price for the ON Semiconductor options will be equal to the CMD exercise price times the ratio of the average price
of ON Semiconductor shares for five days preceding the close to $4.70.
Can I exercise my vested shares and tender them?
Yes. Alternatively, after exercise, you can trade subject to the companys securities trading policy and securities laws.
Work Schedule
Do I lose the
flexibility I currently have at CMD?
ON Semiconductor will assess your current schedule and review with the employees. We do not
anticipate any changes at this time.
I currently work out of a home office. Will I be able to continue?
ON Semiconductor offers a flexible work environment to meet business and personal needs. Your personal situation will be considered.
Will my expected working hours change?
ON
Semiconductor does not anticipate any changes at this time.
8
FAQs Pending Acquisition of California Micro Devices by ON Semiconductor
Vacation
How does the vacation accrual work at ON Semiconductor?
You will continue accruing vacation at your current level based on your years of service.
What happens to my unused accrued vacation time?
This can vary by country and state according to specific employment laws. For
example, in some countries, your vacation/holiday balance is carried forward to the new company, while in other countries, you will be paid for your accrued and unused vacation, and start with a zero balance on your first day as an employee of ON
Semiconductor. We expect to notify employees of any upcoming changes prior to the changes being implemented.
How many public holidays does
ON Semiconductor have? Which ones?
Each year a public holiday schedule will be distributed to list all of the holidays for the coming
year.
401(k)
Which financial institute administers the 401(k) plan at ON Semiconductor?
Vanguard.
Does ON Semiconductor offer 401(k) matching?
Yes. ON Semiconductor generally matches dollar for dollar up to 4 percent of eligible wages. We currently anticipate that for a period of time the CMD 401(k) plan will remain in place.
Securities Law Disclosure and Additional Information
The tender offer for the outstanding shares of common stock of California Micro Devices Corporation (California Micro Devices or CMD) has not yet commenced. No statement in this
document is an offer to purchase or a solicitation of an offer to sell securities. At the time the tender offer is commenced, ON Semiconductor Corporation and an indirect wholly-owned subsidiary of ON Semiconductor Corporation will file a tender
offer statement on Schedule TO with the Securities and Exchange Commission, and California Micro Devices will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. Any offers to purchase or solicitations of
offers to sell will be made only pursuant to such tender offer statement. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the related solicitation/recommendation statement
will contain important information, including the various terms of, and conditions to, the tender offer, that should be read carefully by CMDs stockholders before they make any decision with respect to the tender offer. Such materials, when
prepared and ready for release, will be made available to California Micro Devices stockholders at no expense to them. In addition, at such time such materials (and all other offer documents filed with the SEC) will be available at no charge
on the SECs Web site:
www.sec.gov
and also may be obtained by contacting investor relations at ir@calmicro.com, or by mail at California Micro Devices Corporation Investor Relations, 490 N. McCarthy Blvd., No. 100, Milpitas, CA
95051, or by telephone at 1- 408-934-3144.
9
©
2009 CALIFORNIA MICRO DEVICES CORPORATION
CMD CONFIDENTIAL
California Micro Devices
Employee Meeting
December 14, 2009
|
©
2009 CALIFORNIA MICRO DEVICES CORPORATION
CMD CONFIDENTIAL
Agenda
Introductions
Progress
update
-
Bob
Why
we
are
selling
the
company
-
Bob
ON Semiconductor introduction -
Keith Jackson,
president and CEO
Q&A
|
©
2009 CALIFORNIA MICRO DEVICES CORPORATION
CMD CONFIDENTIAL
Broad Based Progress
Gaining share at key customers especially in
handsets and lighting
New products coming along well
On track to meet financial objectives
|
©
2009 CALIFORNIA MICRO DEVICES CORPORATION
CMD CONFIDENTIAL
Why We are Selling the Company
We are too small
Cost disadvantage
Customer concerns
Limited distribution
The timing is good
Our momentum
Favorable stock market
We have a good offer from a good company
The combination of our technology with
ON Semiconductors broad product line, customer
base, channels and supply chain is a recipe for
greater success
|
5
Employee
Presentation
CMD
Acquisition
Dec.
09
Confidential Proprietary
|
6
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Safe Harbor Statement and Non-GAAP Financial
Measure Information
During the course of this presentation, ON Semiconductor may make projections or other
forward-looking statements regarding future events or its future
financial performance.
The words estimate,
intend,
expect,
plan,
should
or similar expressions are
intended to identify forward-looking statements. ON Semiconductor wishes to
caution
that
such
statements
are
subject
to
risks
and
uncertainties
that
could
cause
actual
events
or results to differ materially. Important factors relating to our business,
including factors
that could cause actual results to differ from our
forward-looking statements, are
described in our Form 10-K and other
filings with the SEC. ON Semiconductor assumes
no obligation to update
forward-looking statements to reflect actual results or changed
assumptions or other factors.
Some data in this presentation may include non-GAAP financial measures. You can find
reconciliations of these non-GAAP financial measures to the most
directly comparable
measures under generally accepted accounting principles
within the following
presentation
at
our
website
(http://www.onsemi.com)
at
the
Investors
section
under
the
category Annual Reports/Financial Releases.
|
7
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Securities Law Disclosure and Additional Information
The tender offer for the outstanding shares of common stock of California Micro Devices
Corporation (California Micro
Devices
or CMD) has not yet commenced. No statement in this document is an offer to
purchase or a solicitation of
an offer to sell securities. At the time the
tender offer is commenced, ON Semiconductor Corporation and an indirect
wholly-owned subsidiary of ON Semiconductor Corporation will file a tender offer
statement on Schedule TO with the
Securities and Exchange Commission, and
California Micro Devices
will file a solicitation/recommendation statement
on Schedule 14D-9 with respect to the tender offer. Any offers to
purchase or solicitations of offers to sell will be made
only pursuant to
such tender offer statement. The tender offer statement (including an offer to purchase, a related letter
of transmittal and other offer documents) and the related solicitation/recommendation
statement will contain important
information, including the various terms
of, and conditions to, the tender offer, that should be read carefully by CMDs
stockholders before they make any decision with respect to the tender offer. Such
materials, when prepared and ready
for release, will be made available to
California Micro Devices
stockholders at no expense to them. In
addition, at such
time
such
materials
(and
all
other
offer
documents
filed
with
the
SEC)
will
be
available
at
no
charge
on
the
SECs
Web
site:
and
also
may
be
obtained
by
contacting
investor
relations
at
ir@calmicro.com,
or
by
mail
at
California Micro Devices Corporation Investor Relations, 490 N. McCarthy Blvd., No. 100,
Milpitas, CA 95051, or by
telephone at 1-
408-934-3144.
www.sec.gov
|
8
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Why is ON Semiconductor Acquiring
California Micro Devices
About ON Semiconductor
Organization Overview and
Common Questions
Expectations and FAQs
Employee Resources
Agenda
|
9
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Why is ON Semiconductor
Acquiring California Micro Devices
California Micro Devices strengthens ON Semiconductors offering in
application specific
integrated passive (ASIP)
consumer
electronics end-markets. CMDs expertise in protection solutions for the high brightness
LED (HBLED) market, as well as their strengths in LC-based EMI filtering and ESD protection,
complements ON Semiconductors existing portfolio of protection and lighting solutions.
California Micro Devices
technology and process development expertise in ESD and EMI
protection is highly differentiated
relationships
with leading global customers across multiple large and growing applications.
California Micro Devices
proprietary intellectual property
and
proven design
capabilities
.
To compete successfully in todays global marketplace,
size
and scale are important
. ON
Semiconductor can provide California Micro Devices with:
Enhanced scale
Deeper customer relationships and sales channels
Integrated manufacturing capabilities
An expanded addressable market
ON Semiconductors
world
-
class oper
ational capabilities and supply
chain
enable California
Micro Devices products to better penetrate a variety of
markets and customers.
devices to protect products in the wireless,
computing and
in the market as demonstrated by their strong customer
|
10
Employee
Presentation
CMD
Acquisition
Dec.
0
9
The Power of ON Semiconductor
The Transformation Continues with California Micro Devices
World class,
high volume,
cost effective
products.
Leading
standard
products in
Automotive,
Computing,
Consumer
and
Communicatio
ns end
markets.
Industry
leader in
power
management.
Leader in
processor
power
management
solutions.
Strong
customer
presence in
Computing,
Game
Console and
Server end
markets.
Strong
technology
capabilities &
FAEs.
CPU Voltage & PC
Thermal Products
Group
Leader in
analog and
mixed signal
technology
and design.
Automotive
products
leader.
Leading
custom
products in
Medical,
Mil/Aero and
Industrial end
markets.
Leader in
analog, mixed
signal and
EEPROM
technologies.
Top 4 player
in EEPROM
sector.
Proprietary
technology
and proven
design
capabilities.
Leader in EMI
filtering and
circuit
protection.
Provides
standard and
custom high
speed and low
power analog
and mixed
signal
solutions for
EMI reduction.
Leader in EMI
filtering and
ESD
protection.
Provides new
capabilities in
protection
circuits for
High
Brightness
LEDs.
|
11
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Why is ON Semiconductor Acquiring
California Micro Devices
About ON Semiconductor
Organization Overview and Common Questions
Expectations and FAQs
Employee Resources
Agenda
|
12
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Mission Statement
Mission Statement
To provide our customers
with high quality, cost
effective solutions to solve
the demanding power and
signal management design
challenges
.
Vision
Vision
ON Semiconductor is the premier
supplier of high performance, energy
efficient silicon solutions for green
electronics.
ON Semiconductor Mission and Vision
|
13
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Industry Dynamics Continue to Favor
ON Semiconductor
Rationalization of the Supplier Base
ON Semiconductor is the one-stop shop for the semiconductor requirements of
our customers
From custom ASICs
to standard components, we are an expert in power
efficiency with the broadest selection of semiconductor products
We shipped more than 33 billion units in 2008, more than five products for
every person in the world with 95 percent on-time delivery to our key
customer requested dates
Customers and Consumers are focused on Energy Efficiency
Government agencies such as EnergyStar, California CEC, European Code of
Conduct and the China CSC as well as consumers are focused on the power
consumption of electronic devices
ON
Semiconductor
is
a
leader
in
the
Green
wave
with
its
GreenPoint
power
solutions
and
Greenline
products
that
meet
these
emerging
standards
at
a
lower total design cost
Consumer Driven Semiconductor Growth
High volume, competitive costs, high quality levels, flexible capacity, quick
design turns
|
14
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Digital and Mixed Signal
Group
Bob Klosterboer
Standard Products Group
Bill Hall
Automotive and Power
Group
Andy Williams
Computing and Consumer
Group
Bill Schromm
Business Units
Military and
Aerospace
Medical Devices
Communications
and High Voltage
Image Sensor
Products
High Frequency
data conversion
Foundry Services
Protection / Filters
Bipolar Power
Devices
Thyristors
Small Signal
Devices
Zeners
/ Diodes
Rectifiers
Power Switching
and Interface
DC-DC Conversion
Analog Switches
AC-DC Conversion
Low Voltage
Devices
Standard Logic
Low and Medium
Voltage MOSFETS
Automotive Analog
Automotive Power
Devices
LDOs
and Voltage
Regulation
Custom Automotive
ICs
Memory Products
Catalyst Products Group
Gelu
Voicu
|
15
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Computing and Consumer Group
Core regulators, AC/DC controllers, system
DDR, system controllers
#1 position in AC/DC controllers for notebook
adapters
Leadership position in desktop & gaming power
management
Up to $7.25 of SAM per desktop
Up to $8.25 of SAM per notebook
Leadership in energy efficient
solutions
LCD TV, desktop & notebook adapters
Focused on the Right Products
Automotive and Power Group:
Total solutions including: ASICS + ASSP +
Discrete
Infotainment, safety, lighting and engine control
products
Greater than $4 of SAM per new
infotainment platform
Standard Products Group
#1 U.S supplier of standard products
Strong cash flow generator
Leader in micro-packaging
Growth initiatives in protection
Digital and Mixed-signal Product Group
Leadership position in Analog ASICs
#1 supplier in hearing aid ICs
#1 in industrial & #3 in mil/aero
New opportunities in Medical and
Military/Aerospace end-markets
High growth opportunities in Audio DSP and
image sensors
*Gartner Group
|
16
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Focused on the Right Applications
Factory Automation
Security Systems
Sensor Interfaces
Wireless or Wired Networking
Communications Interface
Industrial
Medical
Implantable Devices
Remote Patient Monitoring
Medical Imaging
Blood Glucose Monitoring
Hearing Aids
Therapeutics
Automotive
Driver Information & Telematics
Powertrain
Safety & Chassis
Audio & Infotainment
Exterior & Interior Lighting
Body Electronics
Computing
&
Gaming
CPU / GPU Power Delivery &
Regulation
Efficient Power Supplies
Audio Signaling
Thermal Management
Portable Consumer
Display & Flash LED Lighting
Audio Subsystems
Data Switching
Battery Charging Control
Filtering for Camera & LCD
Interface
Media & Entertainment
Audio Signaling
Digital Audio/Video Transmission
Image Filtering
Digital Audio/Video Switching
Conditional Access Systems
Power Supply Efficiency
HV Communication
IP Cameras
World Class PoE
Surveillance Cameras
Industrial Ethernet
Robust Ethernet Environment
High Power Accuracy
Military & Aerospace
Guidance Systems
Infrared Imaging
Secure Military Communications
Commercial/Military Avionics
Tactical Missiles/Munitions
|
17
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Providing a Broad Array of Products and Solutions
Components
Standard Products
Systems-on-Chip
|
18
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Helping Customers Solve
Their Unique Design Challenges
Solution Engineering Centers
Portland
Computing
Graphics
Seoul
Wireless
Chicago
Wireless /
Automotive
Taipei
Computing
Power Supply
Munich
Automotive
San Jose
Consumer
Wireless
|
19
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Our Business Strategy
Product Leadership
Customer Intimacy
Operational Excellence
Leveraging our operational strengths.
Lower manufacturing costs.
Improve quality and supply chain.
Building intimate relationships with
market-making customers.
Dedicate resources to understand
the needs of our key customers.
Develop solutions for customers
key applications.
Improving our technological capabilities
to provide leadership in power and signal
management solutions.
Increase rate of technological innovation.
Shorten development cycle times.
Source: Customer Intimacy and
Other
Value
Disciplines
by
Michael
Treacy
and Fred Wiersema
|
20
Employee
Presentation
CMD
Acquisition
Dec.
0
9
We Have a Winning Organization
Operational Excellence
Manufacturing
capability
to
deliver
solutions
at
the
right
value
point
Supply chain management expertise to ensure you get your parts when you want
them, where you want them and how you want them
Customer Intimacy
Worldwide sales, design and support locations
Solution
Engineering
Centers
(SECs)
dedicated
to
working
closely
with
customers
to
drive innovative designs with higher performance and getting them to market fast
Product Leadership
Expertise in power efficient products and solutions and memory technologies
Custom, integrated ASICs, EMI/ESD protection to standard components
Serving a broad range of end-market applications/end products
System knowledge to meet tomorrows power management challenges
Analog and power IC and memory design expertise to translate customer
requirements into next generation products
Broadest portfolio to offer both parts and system solutions
|
21
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Global Design, Manufacturing and Supply Chain
|
22
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Why is ON Semiconductor Acquiring
California Micro Devices
About ON Semiconductor
Organization Overview and Common Questions
Expectations and FAQs
Employee Resources
Agenda
|
23
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Digital and Mixed Signal
Group
Bob Klosterboer
Standard Products Group
Bill Hall
Catalyst Division
Gelu
Voicu
President and
Chief Executive Officer
Keith Jackson
Finance
Donald Colvin
Corporate Processes
Charlotte Diener
COO
Chief
Operating Officer
John Nelson
Sales & Marketing
Bob Mahoney
Human Resources
Colleen McKeown
General Counsel
Sonny Cave
Automotive and Power
Group
Andy Williams
Computing and Consumer
Group
Bill Schromm
Organizational Structure
|
24
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Common Questions
Organization expectations
HR policies
2009/2010 benefits
Travel
Policy
Payroll
Seniority
Vacation and sick leave
|
25
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Why is ON Semiconductor Acquiring
California Micro Devices
About ON Semiconductor
Organization Overview and Common Questions
Expectations and FAQs
Employee Resources
Agenda
|
26
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Expectations
Your manager should:
Hold department meetings
Help set your focus/priorities
Employees should:
Stay informed
Ask questions
Send
questions
to
employee.questions@onsemi.com
|
27
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Expectations
Moving forward
You will see:
Ongoing communications
The Circuit
The employee newsletter
Updated FAQs
Ongoing communication meetings
Commitment to integrating work groups
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28
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Frequently Asked Questions
1.
Where can I find answers to my questions?
2.
How many people are being laid off?
3.
Are layoffs planned?
4.
When will benefits change?
5.
When do I get paid?
6.
How will salaries be impacted?
7.
Will there be merit changes?
8.
Will my title change?
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29
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Why is ON Semiconductor Acquiring
California Micro Devices
About ON Semiconductor
Organization Overview and Common Questions
Expectations and FAQs
Employee Resources
Agenda
|
30
Employee
Presentation
CMD
Acquisition
Dec.
0
9
Colleen McKeown, SVP, HR and Communication
Zareen
Mohta, HR
Drew Fesler, HR, Compensation
Mark Carr, HR, Operations
Linda Chan, HR, Asia
Tobin Cookman, HR, Business Units and
Support Departments
Michelle Salcido, HR, Benefits
Robert Colbert, Employee Communications
employee.questions@onsemi.com
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