Technology

On Semiconductor Continues to Pursue Fairchild Merger With Tender Offer

Chris Lange

Published: March 18, 2016 8:50 am

Last Updated: January 13, 2020 11:47 am

ON Semiconductor Corp. (NASDAQ: ON) and Fairchild Semiconductor International Inc. (NASDAQ: FCS) made waves early Friday morning following the extension of a tender offer. ON announced that it has extended its previously announced tender offer to purchase all the outstanding shares of Fairchild for $20.00 per share in cash, pending the satisfaction of the conditions to the offer set forth in the merger agreement entered into on November 18, 2015, between ON Semiconductor and Fairchild.

This offer will now expire at the end of March, unless further extended as required or permitted by the merger agreement. All other terms and conditions of the offer remain unchanged.

Computershare Trust Company, the depositary for the offer, has advised ON that roughly 21.8 million shares of common stock of Fairchild (not including 730,708 shares tendered by notice of guaranteed delivery for which shares have not yet been delivered) have been validly tendered and not properly withdrawn pursuant to the offer. This represents about 19.2% of the outstanding shares of common stock of Fairchild.

According to the release:

Pending satisfaction of the conditions to the Offer, the merger agreement requires successive 10-business day extensions of the Offer, and ON Semiconductor currently intends to continue making such successive extensions, subject to the other terms and conditions of the merger agreement.

Additionally, ON also announced that it has received clearance for the offer from each of the applicable antitrust authorities in Germany and Japan.

Shares of ON closed Thursday up 0.8% at $9.26, with a consensus analyst price target of $12.09 and a 52-week trading range of $6.97 to $13.50.

Fairchild shares closed down 0.5% at $19.99. The consensus price target is $18.53, and the 52-week range is $12.22 to $21.71.