ON Semiconductor Corporation and AMIS Holdings, Inc. Stockholders Approve Merger
March 12 2008 - 1:18PM
Business Wire
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.
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