ON Semi Completes Tender Offer for California Micro Devices

January 27, 2010 by Jeff Shepard

ON Semiconductor Corp. announced the successful completion of its tender offer for California Micro Devices Corp., which expired January 26, 2010. The 21,257,315 tendered shares represent approximately 90.5% of outstanding California Micro shares. An additional 339,156 shares were tendered by notice of guaranteed delivery. ON Semiconductor has accepted for payment the shares validly tendered and not withdrawn. As a result of the valid tenders and acceptance of payment, ON Semiconductor will own more than 90% of outstanding California Micro shares and expects to promptly complete the acquisition of California Micro in accordance with applicable provisions of Delaware law that authorize the completion of the merger as a "short form" merger without a vote or meeting of the stockholders of California Micro.

"The acquisition of California Micro Devices will significantly strengthen our offering of application specific integrated passive (ASIP) devices to protect products in the wireless, computing and consumer electronics end-markets," said Keith Jackson, ON Semiconductor President and CEO. "In addition, CMD’s expertise in protection solutions for the high brightness LED (HBLED) market, as well as their strengths in LC-based EMI (electromagnetic interference) filtering and low capacitance ESD (electrostatic discharge) protection, complement our existing portfolio of protection and lighting solutions. With technology and process development expertise in ESD and EMI protection, CMD is highly differentiated in the marketplace – as demonstrated by their strong relationships with leading global customers across multiple large and growing applications. Combined with ON Semiconductor’s global sales channel footprint and effective channels of distribution, we expect to be able to support a broader and deeper penetration of CMD’s overall product portfolio with market-leading customers. This should enable us to accelerate revenue growth for CMD’s products and increase market share. We also believe CMD’s products and operations will benefit from ON Semiconductor’s world-class manufacturing capabilities. We intend to provide further details on the acquisition during our regularly scheduled fourth quarter 2009 earnings call on February 3, 2010."

"California Micro Devices becoming a part of ON Semiconductor represents a compelling opportunity for our customers, employees and shareholders," said Robert Dickinson, President and CEO of CMD. "To compete successfully in today’s global marketplace, size and scale are very important so we are pleased to become part of a leading global company in the semiconductor sector. Combining our leading-edge protection technology with ON Semiconductor’s world-class operational capabilities, supply chain and global customer and channel footprint will enable CMD’s products to better penetrate the mobile, consumer, laptop and lighting end-markets."