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安森美半导体以24亿美元现金收购飞兆半导体  Japanese Korean

此项交易将造就一个电源半导体市场的全球领袖















主要交易亮点:
• 产生电源半导体市场的一个全球领袖,拥有广泛和深厚的产品组合
• 高度互补的产品线提供全系列的高、中、低压产品
• 强化在工业、汽车和智能手机终端市场的主要战略领域的地位
• 立刻提升非公认会计原则(non-GAAP)每股盈利和可用的流动现金
• 交易完成后数个季度内预计极大提升non-GAAP每股盈利
• 交易完成后18个月内每年可见1.5亿美元成本的节约

2015年11月19日 — 安森美半导体公司(ON Semiconductor,美国纳斯达克上市代号:ON)与飞兆半导体国际公司(Fairchild Semiconductor International, 美国纳斯达克上市代号:FCS)已共同宣布达成最终协议,安森美半导体公司将以每股20美元的现金收购飞兆半导体,整项现金交易近24亿美元。此次收购创造电源半导体市场上的一个全球领袖,合并收入约为50亿美元,业务多元化,涉及多个市场领域,战略重点市场为汽车、工业以及智能手机终端等市场。

安森美半导体总裁兼首席执行官傑克信(Keith Jackson) 表示:“安森美半导体公司与飞兆半导体的结合,造就了在快速整合的半导体行业的一个实力雄厚的电源半导体领袖。我们计划将两家公司互补的产品线结合,为客户提供全系列的高、中及低压产品。立即提升的每股盈利及未来显著增加安森美半导体可用的流动现金的潜力,使收购飞兆半导体对安森美半导体的股东来讲,是一个非常好的机会。”

飞兆半导体董事长兼首席执行官Mark Thompson说道:“作为安森美半导体的一部分,飞兆将继续引领在高能效电源使用上的技术发展和创新设计,帮助客户致胜,并为我们全球的合作伙伴和员工创造价值。我们将与安森美半导体紧密配合,确保交易的顺利完成。“

交易完成后,安森美半导体的non-GAAP每股盈利与可用的流动现金预期将立即提升,不计任何非经常性相关收购费用,以及公平值上升的库存摊销和收购的无形资产的折旧。预计在该交易完成后的18个月内,安森美半导体每年可以节约1.5亿美元的成本。

该交易不受融资状况影响。安森美半导体计划在合并后公司的资产负债表中计入此次收购所需现金和增加24亿美元的负债。债务融资包括即将生效的3亿美元循环信贷额度。安森美半导体仍将继续其股票回购计划,此次收购在融资方面达成的协议将为股票回购的持续开展提供更多灵活性。

收购要约和成交
根据最终协议的条款,安森美半导体将开始一项现金要约收购,以每股20美元收购飞兆半导体普通股的流通股,为每个持股人提供现金。在获得相关监管机构的批准、满足其它惯例成交条件,以及收购要约中出售的所有股份都被接受付款之后,双方将尽快使最终协议生效,此次并购将导致收购要约中不出售的所有股票转为收取每股20美元的现金的权利。此次交易已经获得安森美半导体和飞兆半导体董事会的一致批准,有望在2016年第二季度末达成最终交易。此次建议交易不需要获得安森美半导体股东的批准。

德意志银行(Deutsche Bank)是安森美半导体的首席财务顾问,美富律师事务所(Morrison & Forester)是安森美半导体的法律顾问,美银美林(BofA Merrill Lynch)也担任安森美半导体的财务顾问。德意志银行和美银美林都为此次交易提供承诺的债务融资。高盛是飞兆半导体的独家财务顾问,连同Wachtell、立顿(Lipton)以及Rosen & Katz也是飞兆半导体的法律顾问。

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和信号管理、逻辑、标准及定制器件阵容。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、医疗及军事/航空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,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https://www.onsemi.cn。

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。

关于飞兆半导体
飞兆半导体 (美国纳斯达克上市代号:FCS) 业务遍全球、当地支持和创意新颖。飞兆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https://www.fairchildsemi.com.cn。

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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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