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온세미컨덕터, 현금 24억 달러에 성공적으로 페어차일드 세미컨덕터 인수 완료  Chinese Japanese

인수를 통해 전력관리 및 아날로그 반도체 분야의 리더로 자리매김하고 수익성을 급속히 확장 할 수 있는 플랫폼 확보

2016년 9월 20일 – 온세미컨덕터(Nasdaq: ON)와 페어차일드 세미컨덕터 인터내셔널 (Nasdaq: FCS)은 온세미컨덕터가 현금 24억달러에 페어차일드를 인수하는 작업이 예정한 바와 같이 성공적으로 완료되었다고 공동 발표했다.

온세미컨덕터의 키스 잭슨 (Keith Jackson) 회장은 "페어차일드의 인수는 광범위한 애플리케이션 및 완성품 시장을 위한 전력 관리 및 아날로그 반도체 솔루션의 최고 공급 업체를 지향하는 당사의 비전을 한 단계 앞당겨줄 것이다. 페어차일드의 인수는 새로 재편되어가는 반도체 업계에서 수익성을 크게 확대할 플랫폼을 제공한다. 페어차일드의 제품군이 당사에 추가됨에 따라 업계를 선도하는 당사의 재정 상태가 한층 더 개선되었다. 또한 양사의 통합을 통해 더욱 주식 가치를 창출 할 수 있는 입지도 확보하게 되었다”고 말했다.

2016년 9월16일에 페어차일드의 보통주 발행 주식 전부를 주당 현금 $20에 매입하겠다는 온세미컨덕터의 공개 매수(“오퍼”)는 미국 동부 시간 2016년9월 16일오후 11시 59분에서 1분 후에 예정대로 만료되었으며 더 이상 연장되지 않았다.

오퍼의 수탁자인 Computershare Trust Company, N.A.는 미국 동부시간 2016년 9월 16일 영업 종료 시점에 페어차일드 보통주 발행 주식의 약76.6%에 해당하는 약 87,979,761주 (인도 보증 통지에 의해 입찰되고 아직 인도되지 않은 7,327,977주 제외)가 유효하게 입찰되고 오퍼에 준하여 적절히 취소되지 않았음을 온세미컨덕터에 통지했다.

19일에 오퍼의 조건과 합병 계약에 따라 상기의 모든 주식 (및 실제 인도가 이루어지지 않는 경우를 제외하고 인도 보증에 의해 입찰된 모든 추가 주식)에 대한 지불이 취소 불가능하게 수락되고 지불되었다.

입찰된 주식이 지불된 직후, 온세미컨덕터는 페어차일드를 온세미컨덕터의 전액 출자 자회사로 합병하여 인수를 완료했다. 이에 따라 페어차일드의 나머지 주식(온세미컨덕터, 페어차일드, 또는 각각의 자회사가 직접 소유하는 주식 및 델라웨어법에 따라 동주식의 소유권을 가지고 그에 대한 평가를 적절히 요구하는 주주가 보유한 주식 제외)은 모두 이자 및 해당 원천세를 제외하고 주당 현금 $20 – 공개 매수에서 지불된 것과 동일한 가격 – 를 수령할 권리로 전환되었다. 지불이 완료됨에 따라 페어차일드는 더 이상 상장 법인이 아니고 이 회사의 이름으로 거래되었던 보통주는 더 이상 NASDAQ에서 거래되지 않으며, 페어차일드는 온세미컨덕터의 전액 출자 자회사가 되었다.

한편 거래는 온세미컨덕터의 비 GAAP EPS에 즉시 추가될 것으로 예상된다. 온세미컨덕터는 2017년말까지 연 1억 5천만 달러, 2018년말까지 연 2억달러의 비용을 절감 할 것으로 기대하고 있다. 비용 절감 목표는 페어차일드의 2015년도 실적에 근거한 것이다.

이 번 인수를 계기로 온세미컨덕터는 수 년간에 걸쳐 축적되어 온 포트폴리오인 범용 제품군을 차별화 된 전력 관리 제품군, 이미징 제품군 및 아날로그 솔루션 군으로 관리하는 새로운 조직으로 개편한다고 발표했다. 새 조직은 빌 홀 (Bill Hall)이 이끄는 전력 솔루션 그룹, 밥 클로스터보어 (Bob Klosterboer)가 이끄는 아날로그 솔루션 그룹, 테너 오즈셀릭 (Taner Ozcelik)이 이끄는 이미지 센서 그룹으로 편성된 3 개의 그룹으로 구성된다. 기존의 시스템 솔루션 그룹은 새로 편성된 3개의 그룹으로 흡수된다.

컨퍼런스 콜 정보


온세미컨덕터는 2016년 9월 19일 [동부시간(ET) 오전 9시]에 컨퍼런스 콜을 개최했다. 투자자와 이해 관계자들은 다음과 같은 방식으로 컨퍼런스 콜에 액세스했다.

전화 컨퍼런스: 수익보고의 전화 컨퍼런스는 (888) 291-2604(미국/캐나다) 또는 (760) 536-5202(국제)로 전화를 걸어서 진행된다. 컨퍼런스 콜에 참여하기 위한 컨퍼런스 ID 번호는 84390021이다.

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온세미컨덕터에 대하여
에너지 효율적인 전자 제품의 혁신을 주도하고 엔지니어들이 글로벌 에너지 사용을 줄이기 위한 설계를 가능케 하는 온세미컨덕터는 자동차, 통신, 컴퓨터, 소비가전, 의료, 휴대폰, 군사/항공 시장의 고객들이 독특한 설계 과제를 해결하도록 에너지 효율적인 전력/신호 관리, 로직을 비롯해 개별 소자와 맞춤식 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.

# # #

온세미컨덕터와 온세미컨덕터 로고는 Semiconductor Components Industries, LLC의 등록 상표입니다. 이 문서에 나타나는 모든 다른 브랜드와 제품 이름들은 각 소유자의 등록 상표 또는 상표입니다. 본사는 본 기사를 출시하면서 각 사의 웹사이트를 참조하지만, 참조된 웹사이트 정보는 여기에 포함되지 않습니다.

페어차일드에 대하여

스마트한 아이디어로 국가별 서비스를 지원하며 전세계에 존재하는 페어차일드 (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 사항은www.fairchildsemi.com을 통해서 하면 된다.

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

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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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