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Fairchild Acknowledges Receipt of Unsolicited Proposal

December 08, 2015 by Jeff Shepard

Fairchild Semiconductor International, Inc. acknowledged receipt of an unsolicited proposal to acquire all of the outstanding shares of common stock of Fairchild for $21.70 per share in cash (the Proposal). The unsolicited bid follows a previous bid for Fairchild made on November 18th by a subsidiary of ON Semiconductor Corp. ON Semi bid $20 per share or $2.4 billion in cash for the company. According to industry sources, a possible candidate for the unsolicited bid could be China's state backed Tsinghua Unigroup Ltd. whose goal is to be the world's third largest chipmaker.

As previously announced on November 18, 2015, Fairchild entered into an Agreement and Plan of Merger, dated as of November 18, 2015, under which a wholly owned subsidiary of ON Semiconductor Corporation, has agreed to acquire all of the outstanding shares of Fairchild common stock for $20.00 per share in cash.

Fairchild’s board of directors said in a written statement that, in consultation with its legal and financial advisors, they will carefully review and consider the Proposal. Fairchild remains subject to the Merger Agreement and Fairchild’s board of directors has not changed its recommendation in support of the Merger Agreement. Fairchild has also filed an amended Schedule 14D-9 with the Securities and Exchange Commission.