Energy Efficient Innovations
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`ON Semiconductor Announces Receipt of Regulatory Approval for Acquisition of Fairchild Semiconductor
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`PHOENIX, Ariz. – Aug. 25, 2016 – ON Semiconductor Corporation (Nasdaq: ON) (“ON Semiconductor”)
`announced today that the U.S. Federal Trade Commission (“FTC”) has accepted a proposed consent order for
`public comment and has terminated the Hart-Scott-Rodino waiting period applicable to ON Semiconductor’s
`proposed acquisition of Fairchild Semiconductor International, Inc. (Nasdaq: FCS) (“Fairchild”). Under the
`proposed consent order and in order to satisfy the FTC’s remaining concerns, prior to the closing of the
`acquisition of Fairchild, the FTC required that ON Semiconductor dispose of its planar insulated gate bipolar
`transistor (“Ignition IGBT”) business, which business generated less than $25 million in revenue during fiscal
`year 2015. In satisfaction of this requirement, ON Semiconductor announced today that it has entered into a
`definitive agreement with respect to the divestiture of the Ignition IGBT business to Littelfuse, Inc.
`(NASDAQ:LFUS) (“Littelfuse”) and has also entered into a separate definitive agreement with Littelfuse to sell
`its transient voltage suppression (“TVS”) diode and switching thyristor product lines, for a combined $104
`million in cash. No manufacturing assets will be transferred by ON Semiconductor in connection with the
`divestiture of the Ignition IGBT business or the sale of the TVS and thyristor businesses, and both asset sales
`are expected to close on August 29, 2016.
`
`The completion of ON Semiconductor’s previously announced tender offer (the “Offer”) to purchase all of the
`outstanding shares of common stock of Fairchild for $20.00 per share in cash remains subject to certain
`customary terms and conditions set forth in the Offer to Purchase, dated December 4, 2015, as amended (the
`“Offer to Purchase”), and other related materials by which the Offer is being made.
`
`The condition to the Offer relating to the termination or expiration of required waiting periods under the HSR Act
`has been satisfied. The proposed FTC consent order is subject to public comment for 30 days and to final
`approval by the FTC, although this will not affect the parties’ ability to close the transaction when all other
`conditions to closing have been satisfied.
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`Follow @onsemi on Twitter: www.twitter.com/onsemi
`
`About ON Semiconductor
`ON Semiconductor (Nasdaq: ON) is driving energy efficient innovations, empowering customers to reduce global
`energy use. The company is a leading supplier of semiconductor-based solutions, offering a comprehensive
`portfolio of energy efficient power management, analog, sensors, logic, timing, connectivity, discrete, SoC and
`custom devices. The company’s products help engineers solve their unique design challenges in automotive,
`communications, computing, consumer, industrial, medical, aerospace and defense applications. ON
`Semiconductor operates a responsive, reliable, world-class supply chain and quality program, a robust
`compliance and ethics program, and 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.
`
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`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 Web site in this news release, such
`information on the Web site is not to be incorporated herein.
`
`Cautions regarding Forward-Looking Statements
`This document contains forward-looking statements. These forward-looking statements include, but are not
`limited to, statements related to the disposition of ON Semiconductor’s Ignition IGBT and TVS and thyristor
`businesses and the expiration of the Offer. These forward-looking statements are based on information available
`to us 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
`our control. In particular, such risks and uncertainties include, but are not limited to: the risk that one or more
`closing conditions to the Offer may not be satisfied or waived, on a timely basis or otherwise; the unsuccessful
`completion of the Offer; the risk that the transaction with Fairchild does not close when anticipated, or at all,
`including the risk that the requisite regulatory approvals may not be obtained; matters arising in connection
`with ON Semiconductor’s and Fairchild’s efforts to comply with and satisfy applicable regulatory approvals and
`closing conditions relating to the Offer; there may be a material adverse change of us or Fairchild or our
`respective businesses may suffer as a result of uncertainty surrounding the transaction; the transaction may
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`ON SEMICONDUCTOR EXHIBIT 1011
`ON Semiconductor v. Power Integrations, Inc. - IPR2016-01600
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`involve unexpected costs, liabilities or delays; difficulties encountered in integrating Fairchild, including the
`potentially accretive benefits and synergies; failure to achieve the anticipated results of the transactions; 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, Quarterly Reports on Form 10-Q, Current Reports on Form
`8-K and other of ON Semiconductor’s filings with the Securities and Exchange Commission (the “SEC”). These
`forward-looking statements are as of the date hereof and should not be relied upon as representing our views
`as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to
`reflect events or circumstances after the date they were made. For additional information, visit ON
`Semiconductor’s corporate website, www.onsemi.com, or for official filings visit the SEC website, www.sec.gov.)
`
`Notice to Investors
`This press release is for informational purposes only, and it does not constitute an offer to purchase or a
`solicitation of an offer to sell any securities. The Offer is being made pursuant to a Tender Offer Statement on
`Schedule TO filed by ON Semiconductor with the SEC on December 4, 2015. Fairchild filed a
`Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer on December
`4, 2015. THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE RELATED
`LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
`SOLICITATION / RECOMMENDATION STATEMENT, INCLUDING IN EACH CASE ANY AMENDMENTS OR
`SUPPLEMENTS THERETO, CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF FAIRCHILD
`COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN
`IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF FAIRCHILD COMMON STOCK SHOULD
`CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The Offer to
`Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the
`Solicitation/Recommendation Statement, are being made available to all holders of shares of
`Fairchild common stock at no expense to them. The tender offer materials and the
`Solicitation/Recommendation Statement are available at no charge on the SEC’s website at
`www.sec.gov. www.sec.gov.
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`ON SEMICONDUCTOR EXHIBIT 1011
`ON Semiconductor v. Power Integrations, Inc. - IPR2016-01600
`Page 2 of 2