Fairchild Announces Successful Completion of Tender Offer for System General
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`EX-99.1 2 rrd146276_18325.htm PRESS RELEASE DATED FEBRUARY 8, 2007
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`Fairchild Announces Successful Completion of Tender Offer
`for System General
`
`South Portland, Maine - February 8, 2007 - Fairchild Semiconductor (NYSE: FCS), the leading global
`supplier of power semiconductors, today announced the successful completion of the previously-
`announced tender offer by one of its wholly owned subsidiaries to acquire up to 100 percent of the
`outstanding shares of System General Corporation for NT$93 per share. 65,459,517 shares of System
`General stock were acquired on February 5, 2007, representing 95.59 percent of System General 's
`outstanding shares. The tender offer expired as scheduled and was not extended. The total amount
`paid for the tendered shares was approximately $US 185.7 million, based on current exchange rates.
`The purchase price was funded with cash. The company intends to acquire the remaining System
`General shares through a share swap and merger, provided that certain conditions are met, including
`regulatory approvals, which the company expects to obtain.
`
`In the transaction, approximately 250 System General employees will join Fairchild, including the
`current management team. System General will continue normal operations under its name prior to
`the share swap, and will operate as an independent business within Fairchild during that time. After
`the completion of the transaction, Fairchild and System General's management will work together to
`combine the power conversion businesses of each company and form a single business unit targeting
`worldwide AC/DC offline power conversion applications.
`
`Special Note on Forward-Looking Statements and Risk Factors:
`This news release contains forward-looking statements, including those regarding our ability to successfully satisfy the
`conditions to complete the acquisition including the share swap and merger. These statements are based on management's
`assumptions and expectations, which involve risk and uncertainty. Many factors could cause actual results to differ
`materially from those expressed in forward-looking statements. These factors include, but are not limited to, our ability to
`consummate and satisfy the conditions to closing the share swap and merger; our ability to successfully address the
`challenges associated with integrating this acquisition; and our ability to retain and develop System General's markets,
`facilities and personnel. System General is currently appealing the outcome of proceedings before the U.S. International
`Trade Commission (ITC) involving allegations of patent infringement, and is a defendant in a patent infringement lawsuit
`in the U.S. District Court for the Northern District of California. Both the ITC proceeding and the lawsuit were initiated by
`Power Integrations, Inc. As in all litigation, the results of these matters are difficult to predict and no assurance can be
`given as to the outcome of these proceedings. An adverse outcome in these matters after completion of the acquisition
`could negatively impact our financial results. We are also involved in patent infringement litigation against Power
`Integrations in U.S. district courts in Delaware and Texas, as a defendant and as a plaintiff, respectively. These lawsuits
`and risk factors, and other risk factors as they relate to Fairchild are discussed in the company's quarterly and annual
`reports filed with the SEC and are available at the Investor Relations section of Fairchild web site at
`www.fairchildsemi.com or the SEC's web site at www.sec.gov.
`
`About Fairchild Semiconductor:
`Fairchild Semiconductor (NYSE: FCS) is the leading global supplier of high-performance power products critical to
`today's leading electronic applications in the computing, communications, consumer, industrial and automotive segments.
`As The Power Franchise®, Fairchild offers the industry's broadest portfolio of components that optimize system power.
`Fairchild's 9,000 employees design, manufacture and market power, analog and mixed signal, interface, logic, and
`optoelectronics products. Please contact us on the web at www.fairchildsemi.com.
`
`Editorial Contacts:
`
`Fairchild Semiconductor:
`
`Agency Contact:
`
`https://www.sec.gov/Archives/edgar/data/1036960/000118143107009702/rrd146276_1832...
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`6/29/2016
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`1
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`PI 2002
`Semiconductor Components v. Power Integrations
`IPR2016-01600
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`Fairchild Announces Successful Completion of Tender Offer for System General
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`Patti Olson
`
`Corporate Communications
`
`(207)775-8728
`(207) 775-8161
`
` Fax:
`
`Barb Ewen
`
`CHEN PR
`
`(781) 672-3114
`(781) 466-8989
`
` Fax:
`
`Email: patti.olson@fairchildsemi.com
`
`Email: bewen@chenpr.com
`
`https://www.sec.gov/Archives/edgar/data/1036960/000118143107009702/rrd146276_1832...
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`6/29/2016
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