PHOENIX, Ariz. – March 16, 2010 – ON Semiconductor (Nasdaq: ONNN), ("ON Semiconductor"), a premier supplier of high performance, energy efficient silicon solutions for green electronics, today announced that it is notifying holders of its outstanding Zero Coupon Convertible Senior Subordinated Notes due 2024 (CUSIP No. 682189AE5) (the "Notes") of their option, pursuant to the terms of the Notes, to require ON Semiconductor to purchase, on April 15, 2010, all or a portion of such holders' Notes (the "Put Option") at a price equal to 100 percent of the aggregate principal amount of the Notes.
ON Semiconductor will pay for the purchase price for the Notes solely with cash. If all outstanding Notes are surrendered for purchase pursuant to the Put Option, the aggregate cash purchase price will be approximately $99.4 million. Holders that do not surrender their Notes for purchase pursuant to the Put Option will maintain the right to convert their Notes, subject to the terms, conditions, and adjustments applicable to the Notes.
The opportunity to surrender Notes for purchase pursuant to the Put Option will terminate at 5:00 p.m., New York City time, on April 13, 2010. In order to exercise the applicable Put Option, a holder must follow the procedures set forth in the applicable notice to holders. Holders may withdraw any Notes previously surrendered for purchase at any time prior to 5:00 p.m., New York City time, on April 15, 2010.
ON Semiconductor will file a Tender Offer Statement on Schedule TO for the Notes with the Securities and Exchange Commission. In addition, documents specifying the terms, conditions, and procedures for surrendering and withdrawing Notes for purchase, including the notice to holders, will be available through the Depository Trust Company and the paying agent, which is Wells Fargo Bank, N.A. Neither ON Semiconductor nor its board of directors or employees have made or are making any representation or recommendation as to whether or not any holder should surrender any Notes.
Questions and requests for assistance in connection with the surrender of the Notes for purchase in this offer may be directed to Bondholder Communications at Wells Fargo Bank, N.A. at (800) 344-5128, Option 0 and all other questions regarding the Put Option may be directed to Ken Rizvi at ON Semiconductor at (602) 244-5374.
This press release is for informational purposes only and is not an offer to purchase, or the solicitation of an offer to purchase, the Notes.