ON Semiconductor Commences Tender Offer for Acquisition of California Micro Devices Corporation
December 28 2009 - 7:34AM
Business Wire
ON Semiconductor (Nasdaq: ONNN) today announced that it has
commenced its tender offer for the acquisition of California Micro
Devices Corporation (Nasdaq: CAMD).
This move represents the next step toward an acquisition first
announced on December 14. As previously reported: “The acquisition
of California Micro Devices (CMD) 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, CMD’s 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 Semiconductor’s global
sales channel footprint and effective channels of distribution, we
expect to be able to support a broader and deeper penetration of
CMD’s overall product portfolio with market-leading customers. This
should enable us to accelerate revenue growth for CMD’s products
and increase market share. We also believe CMD’s products and
operations will benefit from ON Semiconductor’s world-class
manufacturing capabilities.”
The cash tender, through PAC-10 Acquisition Corporation, an
indirect, wholly-owned ON Semiconductor subsidiary, is for all
outstanding shares of CMD common stock at a price of $4.70 per
share, without interest and less any applicable withholding or
stock-transfer taxes.
The tender offer is subject to conditions set forth in the Offer
to Purchase, including a minimum share-tender condition and other
customary conditions, as described in the Offer to Purchase.
Unless extended, the tender offer and any withdrawal rights to
which CMD stockholders may be entitled will expire at midnight,
U.S. Eastern Time, on Tuesday, January 26, 2010 (which is the end
of the day on January 26, 2010). Following acceptance for payment
of shares in the tender offer and completion of the transactions
contemplated in the merger agreement and described in the Offer to
Purchase, CMD will become an indirect, wholly owned subsidiary of
ON Semiconductor.
Complete terms and conditions of the tender offer are set forth
in the Offer to Purchase, Letter of Transmittal and other related
materials filed by ON Semiconductor and PAC-10 Acquisition
Corporation with the SEC on December 28, 2009. In addition, on
December 28, 2009, CMD filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC relating to the
tender offer. Copies of the Offer to Purchase, Letter of
Transmittal and other related materials, including the
Solicitation/Recommendation Statement, are available free of charge
from Georgeson, the information agent for the tender offer,
toll-free at (866) 695-6073 or via email at
calmicinfo@georgeson.com (banks and brokers call collect
(212) 440-9800). Computershare Trust Company, N.A. is acting
as depositary for the tender offer. GCA Savvian Advisors, LLC is
acting as dealer manager for the tender offer.
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,
lighting, automotive, industrial, medical and military/aerospace
markets. The company’s 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 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.
Securities Law Disclosure and
Additional Information
This press release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to sell
securities. The tender offer is being made only pursuant to the
Offer to Purchase, Letter of Transmittal and related materials that
ON Semiconductor and PAC-10 Acquisition Corporation have filed with
the SEC on a Tender Offer Statement on Schedule TO on December
28, 2009. In addition, California Micro Devices Corporation has
filed a Solicitation Recommendation Statement on
Schedule 14D-9 with respect to the tender offer on December
28, 2009.
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 ON’s or California
Micro Devices’ control. In particular, such risks and uncertainties
include difficulties encountered in integrating merged businesses;
the risk that the tender offer 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, if any, 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
company’s 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 Semiconductor’s
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 Semiconductor’s SEC filings, and California Micro
Devices’ Annual Report on Form 10-K, as filed with the SEC on June
15, 2009, Quarterly Reports on Form 10-Q, 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 Semiconductor’s 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.
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