• Acquisition enhances ON Semiconductor’s analog and power leadership
• Combined company has cumulative last twelve months revenues of approximately $2.2 billion and EBITDA of more than $500 million
• Transaction expected to result in significant cost savings and improved free cash flow
PHOENIX, Ariz. – March 17, 2008 – ON Semiconductor Corporation (NASDAQ: ONNN) announced today that it has completed its acquisition of AMIS Holdings, Inc. (NASDAQ: AMIS) in a stock-for-stock merger. Under the terms of the merger agreement, holders of AMIS will generally receive 1.15 shares of ON Semiconductor common stock for each share of AMIS common stock they own as of the close of business today. ON Semiconductor will issue a total of approximately 103 million shares of common stock on a fully diluted basis to complete the transaction. Former AMIS stockholders now own approximately 26 percent of ON Semiconductor. At closing, ON Semiconductor repaid AMIS’s senior bank facility with cash on hand from both companies.
“The merger represents an important step in the transformation of ON Semiconductor,” said Keith Jackson, ON Semiconductor president and chief executive officer. “ON Semiconductor is now solidly positioned as a global leader of efficient power and analog solutions. The acquisition brings together ON Semiconductor’s leading standard products, operational excellence and manufacturing infrastructure with AMIS’s substantial custom product portfolio enabling us to more comprehensively address our customers’ needs. Furthermore, we expect to achieve significant operating and manufacturing cost savings. Starting this week, the company will begin executing the planned operational integration of the two companies to ensure a smooth transition and create immediate value for our customers, partners and investors.”
