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ON Semi & AMIS Holdings Proposed Merger Registration Statement Declared Effective

February 13, 2008 by Jeff Shepard

ON Semiconductor Corp. & AMIS Holdings, Inc., parent company of AMI Semiconductor, announced that the Securities and Exchange Commission has declared effective the Registration Statement on Form S-4 relating to the proposed merger between ON Semi and AMIS Holdings.

ON and AMIS Holdings had entered into a definitive merger agreement under which ON would acquire AMIS Holdings in a stock-for-stock merger. Under the terms of the agreement, each outstanding share of AMIS Holdings common stock would be exchanged for 1.15 shares of ON common stock.

ON Semi stockholders of record as of the close of business on Jan. 25, 2008 will be mailed the definitive joint proxy statement/prospectus in connection with the proposed merger with AMIS Holdings and will be entitled to vote at the special meeting of ON Semiconductor stockholders. The special meeting of ON stockholders to consider and vote upon the proposed merger with AMIS Holdings has been scheduled for March 12, 2008, in Phoenix, Arizona. The transaction is expected to close as soon as practicable under the terms and conditions of the merger agreement, which include, among other things, a requirement that each of ON’s and AMIS’ stockholders approve the merger.

AMI stockholders of record as of the close of business on February 8, 2008 will be mailed the definitive proxy statement/prospectus in connection with the proposed merger with ON and will be entitled to vote at the special meeting of AMI stockholders. The special meeting of AMI stockholders to consider and vote upon the proposed merger with ON has also been scheduled for March 12, 2008, in Salt Lake City, Utah.