ON Semiconductor Commences Exchange Offer for Its Zero Coupon Convertible Senior Subordinated Notes

June 19, 2006 by Jeff Shepard

ON Semiconductor announced that it has commenced an offer to exchange up to $260 million principal amount of new notes with a "net share settlement" mechanism, a cash acquisition make-whole feature and modified contingent conversion events for its currently outstanding zero coupon convertible senior subordinated notes (CUSIP numbers 682189 AA3 and 682189 AB1).

Holders who exchange their old notes will receive new notes with the modified terms plus an exchange fee of $2.50 per $1,000 principal amount of their old notes validly tendered and accepted for exchange. The offer is contingent upon satisfaction or waiver of certain conditions, including receipt of tenders of a minimum of 70% in aggregate principal amount of the old notes.

The exchange offer will expire at 5 p.m., New York City time, on July 19, 2006, unless extended or earlier terminated by ON Semiconductor. Old notes must be tendered on or prior to the expiration of the offer, and tendered old notes may be withdrawn at any time on or prior to the expiration of the offer. Validly withdrawn old notes will be returned to the holder in accordance with the terms of the offer. Following the expiration of the offer and subject to the terms of the offer, ON Semiconductor will accept all old notes validly tendered and not validly withdrawn prior to the expiration of the offer and will issue the new notes in exchange promptly thereafter.