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온세미컨덕터, 페어차일드를 24억 달러에 인수  Chinese Japanese

인수 통해 파워 반도체 시장의 글로벌 리더로 자리 매김해















하이라이트:
• 다양하고 폭넓은 제품 포트폴리오를 통해 파워 반도체 시장의 리더로 등극
• 고, 중, 저전압 제품의 모든 제품군을 제공하는 매우 상호보완적인 제품 라인 확보
• 산업용, 자동차 및 스마트폰 엔드 마켓 등 주요 전략적 분야에서의 위상 강화
• non-GAAP 주당순이익 (EPS) 및 잉여현금흐름 (FCF)의 즉각적인 상승 효과
• 완료 후 조속한 분기 내에non-GAAP 주당순이익 (EPS)의 괄목할 만한 증대 기대
• 인수 후 18개월 내 연간 1억 5천만 달러의 운영비 절감에 대한 분명한 예상 가능

2015년 11월 19일 - 온세미컨덕터(Nasdaq: ON; www.onsemi.com)와 페어차일드 세미컨덕터 인터내셔널 (Nasdaq:FCS)은 온세미컨덕터가 페어차일드를 주당 20달러, 현금으로 약 24억 달러에 인수한다는 결정적 합의에 들어갔다고 발표했다.

이번 인수를 통해 온세미컨덕터는 약 50억 달러의 수익을 내는 자동차, 산업용 및 스마트폰 엔드 마켓 등 여러 시장에서 다각적으로 전략적인 집중을 하게 됨으로써 파워 반도체 시장의 리더로서 자리매김을 하게 되었다.

온세미컨덕터의 회장 겸 CEO인 키스 잭슨 (Keith Jackson)은 “양사의 합병은 빠르게 통합되는 반도체 산업에서 당사를 파워 반도체의 강자로 등극시키게 되리라고 본다. 이를 계기로 당사는 향후 양사의 고객들에게 상호보완적인 제품 라인을 고, 중, 저전압 제품군별로 다양하게 제공할 것"이라며 “온세미컨덕터의 즉각적인 주당 순이익 (EPS) 증가와 가시적인 잉여현금흐름(FCF) 증가 가능성 역시 이번 인수를 당사 주주들에게 좋은 수익성을 가져다 줄 것으로 예상된다"고 덧붙였다.

“온세미컨덕터의 일부가 된 페어차일드는 에너지 소비 효율의 기술 개척과 설계 혁신을 지속해 앞으로도 고객사들의 성공적 비즈니스를 돕는 동시에 전 세계에 걸친 당사의 협력사와 고객들에게 더욱 가치를 부여할 것"이라고 언급한 페어차일드의 회장 겸 CEO인 마크 톰슨 (Mark Thomson)은 “원활한 인수 작업 마무리 위해 온세미컨덕터 팀과 친밀한 협력을 아끼지 않을 것"이라고 강조했다.

인수가 종결되면non-GAAP 주당 순이익 (EPS) 및 잉여현금흐름 (FCF)의 즉각적인 증가가 - 일회성 인수 관련 비용, 재고 재산의 공정가치 평가 상각 및 무형 자산 상각을 제외한 - 예상된다. 온세미컨덕터는 인수 완료 후 18개월 내에 1억 5천만 달러의 연간 제반 비용의 감소를 기대하고 있다.

이번 인수는 자금 조달을 조건으로 하는 것은 아니다. 온세미컨덕터는 합병된 양사의 대차대조표상 새로운 부채 24억 달러로부터 조달되는 현금으로 진행할 예정이다. 부채 채무는 미인출회전대출 한도3억 달러를 포함한다. 온세미컨덕터는 자사주 매입 프로그램에 최선을 다할 것이며 양사가 합의한 금융 조건은 지속적으로 유연하게 주식을 재매입하는 내용을 포함한다.

주식 공개 매수 및 종료

양사가 합의한 최종 계약의 조건에 따라 온세미컨덕터는 페어차일드의 보통주 발행 주식의 인수를 위해 주당 20달러의 매수가에 주식 보유자들에게 현금 지급을 시작할 예정이다.

필요한 법적 승인 절차와 다른 통상적인 종결 조건이 마무리되어 본 거래에 명시된 주식 매수가 모두 이루어지면 양사간의 합의는 공개 매입되지 않은 모든 주식도 주당 현금가 미화 $20 달러에 매입됨으로써 즉각적이고 실질적인 합병의 효력을 지니게 된다.

본 거래는 양사의 이사회에서 만장일치로 승인되었으며 2016년도 2사분기내로 인수 절차가 종결될 예정이다. 본 거래와 관련해서 온세미컨덕터 주식 보유자들의 승인이 필요하지는 않다.

이번 인수 작업 절차를 위해 도이체 방크가 온세미컨덕터의 주 재무 자문기관으로 역할을 하게 되며 모리슨&포레스터가 법률 자문을 맡고 있다. 보파 메릴린치 역시 재무 자문기관의 역할을 하게 되며 도이체 방크와 보파 메릴린치는 함께 인수 거래를 위한 부채조달작업을 맡았다. 골드만 삭스는 페어차일드의 재무 자문역할을 단독으로 맡았으며 와첼, 립튼 및 로젠&카츠가 법률 자문역을 수행한다.

화상회의

온세미컨덕터는 2015년 11월 18일 오전8시 (미국 동부 기준)에 금융계를 위한 컨퍼런스 콜을 열어 인수 건에 관해 의견을 나눴다. 온세미컨덕터는 또한 웹사이트 (www.onsemi.com) 의 투자 관련 페이지에 화상회의의 실시간 오디오 웹캐스트를 제공했다. 웹캐스트 다시 보기는 실시간 방송 후 약 1시간 후부터 웹사이트에서 제공되고 있으며 다음 컨퍼런스 콜을 포함해 약 1년간 공개될 예정이다.

투자 및 IR 관계자들은 미국과 캐나다의 경우 전화 (800) 299 8538, 이외의 지역에서 (617) 786 2902 로 컨퍼런스 콜에 참여할 수 있다. 컨퍼런스 콜에 참여하기 위해서는 컨퍼런스 억세스용 ID 번호 (42265724)를 눌러서 접속해야 한다.

온세미컨덕터에 대하여
에너지 효율적인 전자 제품의 혁신을 주도하고 엔지니어들이 글로벌 에너지 사용을 줄이기 위한 설계를 가능케 하는 온세미컨덕터 (나스닥: ON)는 자동차, 통신, 컴퓨터, 소비가전, 산업용, LED조명, 의료, 군사/항공, 전력 공급 애플리케이션 부문에서 고객들이 독특한 설계 과제를 해결하도록 에너지 효율적인 전력/신호 관리, 로직을 비롯해 개별 소자와 맞춤 식 솔루션 포트폴리오를 다양하게 포괄적으로 제공한다. 온세미컨덕터는 즉각적이고 신뢰성 있는 세계 최고 수준의 공급망을 운영 중이며 북미, 유럽, 아시아 태평양 지역의 주요 시장에 제조 공장, 판매 대리점, 디자인 센터 네트워크를 통해 기술 서비스를 제공하고 있다. 더 자세한 정보를 알려면 https://www.onsemi.com을 방문하면 된다.

ON Semiconductor 와 ON Semiconductor 로고는 Semiconductor Components Industries, LLC의 고유상표로 등록되어있다. 여기에 언급된 모든 다른 제품과 회사명은 각 소유자들의 고유 상표이기도 하다.

페어차일드에 대하여
스마트한 아이디어로 국가별 서비스를 지원하며 전세계에 존재하는 페어차일드 세미컨덕터 (NASDAQ: FCS)는 파워 및 모바일 설계에 필요한 에너지 효율적이고 사용이 쉬운 고부가 가치의 반도체 솔루션을 제공해왔다. 페어차일드는 파워 및 신호 경로 관련 제품군에 대한 전문 지식을 통해 고객사들이 제품을 차별화하고 기술적 어려움을 해결하도록 돕고 있다. 문의 사항은 www.fairchildsemi.com을 통해서 하면 된다.

###

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5.1 Term. The term of this agreement is perpetual unless terminated by ON Semiconductor as set forth herein.

5.2 Termination by ON Semiconductor. ON Semiconductor shall have the right to terminate this Agreement upon written notice to Licensee if: (i) Licensee commits a material breach of this Agreement and does not cure or remedy such breach within thirty (30) days after receipt of written notice of such breach from ON Semiconductor; or (ii) Licensee uses the Software outside of the scope of the Agreement; or iii) Licensee becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors if such petition or proceeding is not dismissed with prejudice within sixty (60) days after filing.

5.3 Effect of Termination/Expiration. The following Sections of this Agreement shall survive the termination or expiration of this Agreement for any reason: 2.1(e), 2.2, 2.3, 2.4, 3, 4, 5, 7, 8, 9 and 10 (excluding only the record retention obligations and audit rights set forth in Section 11.6, which obligations and rights shall terminate upon termination of the Agreement). Any Content or Modifications distributed by Licensee to Customers pursuant to Section 2.1(b)(iii) of this Agreement prior to the effective date of such termination or expiration of this Agreement, shall not be effected solely by reason of such termination or expiration of this Agreement. Upon the effective date of termination of this Agreement, all licenses granted to Licensee hereunder shall terminate and Licensee shall cease all use, copying, modification and distribution of the Content and shall promptly either destroy or return to ON Semiconductor all copies of the Content in Licensee's possession or under Licensee's control. Within 30 days after the termination of the Agreement, Licensee shall furnish a statement certifying that all Content and related documentation have been destroyed or returned to ON Semiconductor.

6. Export. Licensee agrees that it shall comply fully with all relevant and applicable export laws and regulations of the United States or foreign governments ("Export Laws") to ensure that neither the Content, nor any direct product thereof is: (i) exported directly or indirectly, in violation of Export Laws; or (ii) intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical or biological weapons proliferation.

7. Limitation of Liability. ON SEMICONDUCTOR (AND ITS LICENSORS/SUPPLIERS) SHALL NOT BE RESPONSIBLE OR LIABLE UNDER ANY CIRCUMSTANCES OR ANY LEGAL THEORY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY LOST REVENUE OR PROFITS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THE SOFTWARE, MODIFICATIONS, OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. ON SEMICONDUCTOR'S TOTAL LIABILITY FOR ANY AND ALL COSTS, DAMAGES, CLAIMS, INDEMNIFICABLE CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR PRODUCTS SUPPLIED BY THIS AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID BY LICENSEE TO ON SEMICONDUCTOR FOR THE CONTENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED.

8. Indemnification. Licensee acknowledges and agrees that Licensee is solely and wholly responsible and liable for any and all Modifications, Licensee Products, and any and all of Licensee's Products other products and/or services, including without limitation, with respect to the installation, manufacturing, testing, distribution, use, support and/or maintenance of any of the foregoing. Licensee shall, at Licensee's sole expense, defend, indemnify and hold harmless ON Semiconductor and its subsidiaries and affiliates from and against any and all claims, demands, suits, actions, and proceedings ("Claim(s)"), and all related damages, costs, and expenses (including reasonable attorneys fees), arising from, related to or in connection with Modifications, Licensee Products, and the Content in combination with Modifications and/or Licensee Products, including without limitation, in relation to product liability or infringement of third party rights. ON Semiconductor shall: (a) notify Licensee promptly upon learning of such a Claim; (b) give Licensee reasonable information and assistance regarding such Claim; and (c) tender to Licensee authority to direct the defense of such Claim, including negotiation of any settlement in relation thereto, provided however that Licensee shall not enter into any such settlement without ON Semiconductor's express prior written consent, which consent shall not be unreasonably withheld.

9. Publicity. Licensee agrees that it shall not issue any press releases containing, nor advertise, reference, reproduce, use or display, ON Semiconductor's name or any ON Semiconductor trademark without ON Semiconductor's express prior written consent in each instance; provided, however, that Licensee may indicate that the Licensee Product is interoperable with ON Semiconductor Products in product documentation and collateral material for the Licensee Product.

10. Performance Comparisons. Licensee shall not distribute externally or disclose to any Customer or to any third party any reports or statements that directly compare the speed, functionality or other performance results or characteristics of the Software with any similar third party products without the express prior written consent of ON Semiconductor in each instance; provided, however, that Licensee may disclose such reports or statements to Licensee's consultants (i) that have a need to have access to such reports or statements for purposes of the license grant of this Agreement, and (ii) that have entered into a written confidentiality agreement with Licensee no less restrictive than that certain NDA.

11. Miscellaneous.

11.1 Governing Law. This Agreement shall be governed by the laws of the State of New York, and applicable U.S. federal law, without giving effect to conflict of law or to choice of law principles, and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods, if applicable.

11.2 Assignment. Neither this Agreement, nor any of the rights or obligations herein, may be assigned or transferred by Licensee without the express prior written consent of ON Semiconductor, and any attempt to do so in violation of the foregoing shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.

11.3 Limitations on Use. The Software is not designed, developed, licensed or provided for use in connection with any nuclear facility, or in connection with the flight, navigation or communication of aircraft or ground support equipment, or in connection with military or medical equipment/applications or activities, or any other inherently dangerous or high risk equipment/applications or activities ("High Risk Use"). Licensee agrees that ON Semiconductor (and its licensors/suppliers) shall not be liable or responsible for any claims, losses, demands, costs, expenses or liabilities whatsoever arising from or in relation to any such High Risk Use of the Content, Software, Modifications or Licensee Products by Licensee or Customers.

11.4 Severability; Waiver. Any provision of this Agreement which is held to be invalid or unenforceable by a court in any jurisdiction shall, as to such jurisdiction, be severed from this Agreement and ineffective to the extent of such invalidity or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. Failure by either party hereto to enforce any term of this Agreement shall not be held a waiver of such term nor prevent enforcement of such term thereafter, unless and to the extent expressly set forth in a writing signed by the party charged with such waiver.

11.5 Remedies Not Exclusive. The remedies herein are not exclusive, but rather are cumulative and in addition to all other remedies available to ON Semiconductor.

11.6 Records; Audit. Licensee agrees that it shall maintain accurate and complete records relating to its activities under Section 2.1(b)(iii) of this Agreement during the term of this Agreement. Upon reasonable advance written notice, ON Semiconductor shall have the right no more frequently than once in any 12 month period during the term of the Agreement, through an independent third party approved by Licensee in writing (such approval not to be unreasonably withheld), to examine and audit such records and Licensee's compliance with the terms of Section 2.1(b)(iii) of this Agreement. Any such audit shall not interfere with the ordinary business operations of Licensee and shall be conducted at the expense of ON Semiconductor. All reports, documents, materials and other information collected or prepared during an audit shall be deemed to be the confidential information of Licensee ("Licensee Confidential Information"), and ON Semiconductor shall protect the confidentiality of all Licensee Confidential Information; provided that, such Licensee Confidential Information shall not be disclosed to any third parties with the sole exception of the independent third party auditor approved by Licensee in writing, and its permitted use shall be restricted to the purposes of the audit rights described in this Section 11.6.

11.7 No Joint Venture, Agency, etc. Nothing in this Agreement shall be construed as creating a joint venture, agency, partnership, trust or other similar association of any kind between the parties hereto. The parties hereto are for all purposes of this Agreement independent contractors, and neither shall hold itself out as having any authority to act as an agent or partner of the other party, or in any way bind or commit the other party to any obligations.

11.8 Interpretation. In this Agreement, words importing a singular number only shall include the plural and vice versa, and section numbers and headings are for convenience of reference only and shall not affect the construction or interpretation hereof.

11.9 Entire Agreement; Amendment; Counterparts; Facsimile Copies. This Agreement, including the Exhibits attached hereto, constitutes the entire agreement and understanding between the parties hereto regarding the subject matter hereof and supersedes all other agreements, understandings, promises, representations or discussions, written or oral, between the parties regarding the subject matter hereof. This Agreement may not be amended except in writing signed by an authorized representative of each of the parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and which together shall constitute one and the same agreement. Each party hereto may deliver an executed copy of this Agreement to the other party via facsimile or other electronic means, and such executed copy(ies) sent/received via facsimile or other electronic means shall be deemed an original and binding copy.

12. Confidentiality. Notwithstanding any terms to the contrary in any non-disclosure agreements between the Parties, Licensee shall treat this Agreement and the Content as ON Semiconductor's "Confidential Information" including: not using the Confidential Information except as expressly set forth herein or otherwise authorized in writing; implementing reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the Confidential Information; and not disclosing the Confidential Information to any third party except as may be necessary and required in connection with the rights and obligations under this Agreement and subject to confidentiality obligations at least as protective as those set forth herein, or as otherwise required by law. It is expressly understood that all Confidential Information transferred hereunder, and all copies, modifications, and derivatives thereof, will remain the property of ON Semiconductor, and the Licensee is authorized to use those materials only in accordance with the terms and conditions of this Agreement. Upon termination of this Agreement or upon written request, License shall either return all Confidential Information to ON Semiconductor along with all copies and/or derivatives made, including that on computer databases and copies of portions of the Confidential Information, or destroy all such Confidential Information and certify by written memorandum that all such Confidential Information has been destroyed.

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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