Fairchild Semiconductor to Launch Tender Offer for System General

January 02, 2007 by Jeff Shepard

Fairchild Semiconductor announced that it expects to launch a tender offer to acquire 100% of the outstanding shares of Taipei-based System General Corp. for NTD 93 per share in cash through a wholly owned Fairchild subsidiary.

"We are excited to announce this deal with System General – a leading supplier of analog power management semiconductors for ac-dc offline power conversion in computers, LCD monitors, printers, chargers, and consumer products," said Mark Thompson, Fairchild's President and CEO. "We believe System General has one of the top Asia-based power analog management teams and their growing portfolio of pulse width modulated (PWM) controllers, desktop PC power supply supervisor and combo ICs, and power factor correction (PFC) controllers, coupled with their customer relationships and strong local field applications support has made them a significant competitor in the Taiwan and China ac-dc power conversion market. When combined with Fairchild's global infrastructure, process and package capabilities, worldwide customer access, and manufacturing scale, we will possess a leading position in the ac-dc offline power conversion market with the opportunity to accelerate our growth and margin improvement," said Thompson.

System General's net revenue through the first eleven months of 2006 was NTD 1,138 million, or approximately US $35 million. In the proposed transaction, approximately 250 System General employees will join Fairchild, including the current management team. System General will continue normal operations under its name after the closing of the tender offer and prior to the share swap described below and will operate as an independent business within Fairchild during that time. After the completion of the transaction, System General will be a wholly owned Fairchild subsidiary, and Fairchild and System General's management will work together to combine the power conversion businesses of each company and form a single business unit targeting worldwide ac-dc offline power conversion applications. Fairchild expects the acquisition to be neutral to Fairchild's earnings per share in 2007 and to be accretive to earnings per share in 2008 and beyond.

"Acquiring System General is a natural extension of Fairchild's business strategy to invest aggressively to expand our sales and margins by pursuing fast-growing power analog markets," said Thompson. "Over two thirds of the worldwide power management IC market is in Asia, with six of the top 10 worldwide power supply OEMs located in Taiwan. The ac-dc offline power conversion market, which consists of isolated PWM controllers, PFC controllers, and ac-dc offline regulators measured over $1.5 billion in 2005, and this combination of Fairchild and System General places us as a leader in this fast growing segment. The combination is especially synergistic – System General is strong in PWM controllers in Taiwan and China, while Fairchild is a leading provider of ac-dc offline regulators with strong sales in Korea and China. System General's management has a proven track record of servicing key OEMs in Taiwan and China, with an experienced, technical field sales force and industry leading innovative products. Fairchild expects to continue building upon the R&D design center System General has created in Taiwan to strengthen System General's technical and innovation capabilities. We expect the acquisition of System General to further accelerate the growth of Fairchild's overall ac-dc power conversion business, and we expect the margin profile of this business to continue to expand over time."

The transaction is structured as a tender offer for all outstanding shares of System General followed by a share swap and merger. Fairchild expects the tender offer will be launched on Tuesday, January 2, 2007, in Taiwan and remain open for 30 days. The tender offer may be extended or withdrawn to the extent permitted under applicable law. The closing of the tender offer is subject to customary closing conditions, including tender of a majority of the outstanding System General shares. Shareholders owning 30.88% of the outstanding shares of System General common stock have entered into agreements under which they have agreed to tender their shares to Fairchild. Assuming the tender offer is completed, it is expected that System General and a subsidiary of Fairchild will conduct a share swap which will provide any remaining shareholders of System General with preferred shares of such subsidiary that have redemption rights effectively equivalent to NTD 93 per original System General share. After redemption of the preferred stock, the Fairchild subsidiary would be merged into System General, with System General as the surviving corporation in the merger. Completion of the share swap and merger will be subject to approval by System General's shareholders after the tender offer closes and is expected to take place by the end of Fairchild's second quarter, 2007. The purchase price, depending upon final shares tendered and the exchange rate at the time of the closings of the tender offer and share swap, is anticipated to be approximately US $200 million in the aggregate.