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DO NOT DOWNLOAD, COPY, INSTALL, OR USE THIS CONTENT UNTIL YOU (THE "LICENSEE") HAVE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY DOWNLOADING, COPYING, INSTALLING, OR USING THE CONTENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO SO AGREE, DO NOT DOWNLOAD, COPY, INSTALL, OR USE THE CONTENT.

If you agree to this Agreement on behalf of a company, you represent and warrant that you have authority to bind such company to this Agreement, and your agreement to these terms will be regarded as the agreement of such company. In that event, "Licensee" herein refers to such company. This Agreement is a legal contract between Licensee and Semiconductor Components Industries, LLC a Delaware limited liability company (d/b/a ON Semiconductor) having its principal place of business at 5005 E. McDowell Road, Phoenix, Arizona 85008, U.S.A., ("ON SEMICONDUCTOR") and its affiliates and subsidiaries ("ON Semiconductor").

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Nothing contained in this Agreement limits a party from filing a truthful complaint, or the party's ability to communicate directly to, or otherwise participate in either: (i) any investigation or proceeding with a United States government agency alleging a securities law violation, waste, fraud, or abuse; or (ii) an investigation or proceeding that is protected under a whistleblower provision of a U.S. federal law or regulation.

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安森美半导体以 24 亿美元现金成功完成收购Fairchild半导体 

收购创建了一个电源管理和模拟半导体的领袖,并为公司提供了快速有利扩张的平台

菲尼克斯,亚利桑那州 – 2016 年 9 月 19 日 – 安森美半导体公司(ON Semiconductor Corporation, 美国纳斯达克上市代号:ON)(下称为“安森美半导体”)和Fairchild Semiconductor International, Inc.(美国纳斯达克上市代号:FCS)(下称为“Fairchild”)今日美国时间联合宣布,安森美半导体以 24 亿美元现金成功完成此前宣布的Fairchild收购。

安森美半导体总裁兼首席执行官傑克信( Keith Jackson) 说:“收购Fairchild是我们致力成为广泛应用和终端市场的电源管理和模拟半导体方案首要供应商的变革一步。收购Fairchild提供了这个使我们能在这个高度分散的行业大举有利地扩张的平台。我们添加了Fairchild后,安森美半导体领先行业的成本结构也明显地进一步完善,而当我们整合两家公司的运营,我们也占有利位置为股东带来巨大价值。”

2016 年 9 月 16日,安森美半导体有关完成建议收购Fairchild的事宜已获中华人民共和国商务部批准,让安森美半导体有权根据中华人民共和国法律完成交易。因此相关收购Fairchild的条件所需的等候期之终止或期满及所需的根据适用反托拉斯法律的审批已完全满足。而安森美半导体以每股20.00美元现金收购Fairchild所有普通股的流通股的收购要约(“要约”)已于美国纽约时间 2016 年 9月16 日晚上11时59分 之后一分钟届满,不予延长。

要约的存托机构Computershare Trust Company, N.A.已向安森美半导体建议,于要约期满时,约87,979,761股Fairchild半导体普通股的流通股(不包括7,327,977股由保证交付通知收购的股份,相关股份尚未交付)已获有效提交以及并无根据要约适当地撤回,占Fairchild半导体普通股的流通股约76.6% 。根据要约和并购协议条款,所有这些股份(以及以保证交付的任何额外股份,除非交付尚未发生)已被不可撤销地接受付款,且于今日早些时候完成了付款。

紧接着向提交的股份付款之后,安森美半导体及Fairchild完成收购Fairchild,把它与安森美半导体的一家全资子公司合并,按此所有余下的Fairchild股份(除了安森美半导体或Fairchild或各自子公司直接拥有的股份,以及根据美国特拉华州法律有权恰当估价的股东所持有的股份)转换为接收每股 20 美元现金的权利,除却利息并扣除适用预扣税,即与收购要约中的所付价格相同。因完成要约和并购,Fairchild已不再是一家上市公司,其普通股不再于美国纳斯达克上市,Fairchild已成为安森美半导体的一家全资子公司。

该收购预期按美国公认会计原则(GAAP) 计将在2017年下半年及按美国非公认会计原则(non-GAAP)计将立即提升安森美半导体的每股盈利。安森美半导体预计将可按年成本节约运转率到 2017 年底节省 1.6 亿美元,到 2018 年底节省 2 亿美元,到 2019年底节省 2.25 亿美元。成本节省目标基于Fairchild 2015 年度的业绩。

安森美半导体今日还宣布了新的组织架构,反映了安森美半导体产品阵容历年来从标准产品发展为高度差异化的电源管理、成像和模拟方案的演变。新架构有三个产品部——Bill Hall (贺彦彬)领导的电源方案部、Bob Klosterboer(高腾博)领导的模拟方案部以及 Taner Ozcelik 领导的图像传感器部。系统方案部的运营已归纳入这三个产品部。

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电话会议:请拨877-356-3762 (美国/加拿大),或 1-262-558-6155(国际),并提供该会议的ID号码 —84390021。

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关于安森美半导体
安森美半导体(ON Semiconductor,美国纳斯达克上市代号:ON)致力于推动高能效电子的创新,使客户能够减少全球的能源使用。安森美半导体领先于供应基于半导体的方案,提供全面的高能效电源管理、模拟、传感器、逻辑、时序、互通互联、分立、系统单芯片(SoC)及定制器件阵容。公司的产品帮助工程师解决他们在汽车、通信、计算机、消费电子、工业、医疗、航空及国防应用的独特设计挑战。公司运营敏锐、可靠、世界一流的供应链及品质项目,一套强有力的守法和道德规范计划,及在北美、欧洲和亚太地区之关键市场运营包括制造厂、销售办事处及设计中心在内的业务网络。更多信息请访问http://www.onsemi.cn

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安森美半导体和安森美半导体图标是 Semiconductor Components Industries, LLC的注册商标。所有本文中出现的其它品牌和产品名称分别为其相应持有人的注册商标或商标。虽然公司在本新闻稿提及其网站,但此稿并不包含其网站中有关的信息。

关于Fairchild半导体

Fairchild半导体 (美国纳斯达克上市代号:FCS) 业务遍全球、提供当地支持和新颖创意。Fairchild半导体为电源和移动设计提供高能效、易用及增值的半导体解决方案。公司以在电源和信号路径产品上的专知帮助客户差异化其产品,解决技术难题和挑战。更多信息请访问www.fairchildsemi.com

Cautions regarding Forward-Looking Statements
This document contains forward-looking statements. 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 there may be a material adverse change of ON Semiconductor or Fairchild or our respective businesses may suffer as a result of uncertainty surrounding the transaction; the transaction may involve unexpected costs or liabilities; 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.

安森美半导体和安森美半导体公司徽标是 Semiconductor Components Industries, LLC 的注册商标。本文出现的其他所有品牌和产品名称属于各自持有人的注册商标或普通商标。尽管公司在新闻稿中参考了公司网站,但网站信息并未纳入其中。