Fairchild Comments on Unsolicited Proposal
Fairchild Semiconductor International, Inc. today announced that its board of directors, after conducting a review and considering the advice of its legal and financial advisors, has concluded that the unsolicited proposal received on December 7, 2015, to acquire Fairchild for $21.70 per share in cash would not reasonably be expected to result in a "Superior Proposal" as defined in Fairchild's Agreement and Plan of Merger with ON Semiconductor Corporation.
Last week, Fairchild 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 have been 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 with ON Semiconductor, under which a wholly owned subsidiary of ON Semiconductor has agreed to acquire all of the outstanding shares of Fairchild common stock for $20.00 per share in cash. Fairchild remains subject to the Merger Agreement and Fairchildâ€™s board of directors has not changed its recommendation in support of the Merger Agreement.