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ON Semiconductor Corp. (ON) Announces Offer to Purchase Outstanding Shares of Fairchild Semiconductor International

ON Semiconductor Corporation (NASDAQ: ON) recently announced an extension offer to buy the entirety of the leftover shares of Fairchild Semiconductor International, Inc. (NASDAQ: FCS) common stock for $20 cash per share, awaiting the satisfaction of the conditions of the offer, as determined in the merger agreement signed by both companies on November 18, 2015. The offer now expires at midnight Eastern Time on August 18, 2016, unless it is further extended, as permitted by the merger. As long as the terms of the offer are agreed upon, the merger agreement of the offer needs successive ten-day extensions, which ON Semiconductor intends to continue making as long as all other terms and conditions of the merger agreement are met.

The offer will be completed depending on terms set out in the Offer to Purchase from December 4, 2015. To notify Fairchild’s stakeholders about the extension, ON issued a press release that has been published under applicable securities laws. According to Computershare Trust Company, N.A., just over 73 million shares of Fairchild common stock have been tendered rather than withdrawn since the offer. These figures do not include the 6.4 million plus shares tendered by notice of guaranteed delivery for which shares have not yet been delivered. This final figure represents nearly 64% of the outstanding shares of Fairchild common stock.

ON Semiconductor was cleared, relating to completion of the offer, from antitrust authorities in Germany and Japan. Both the antitrust laws of Germany and Japan are satisfied with the conditions relating to the termination and expiration of waiting periods of the offer. ON Semiconductor also received a “Second Request” for information relating to the obligatory approvals that are in conjunction with the offer. This is a standard part of the regulatory review process by the U.S. Federal Trade Commission.

For more information, visit www.onsemi.com

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