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December 14, 2007
ON Semiconductor Agrees to Buy Amis
ON Semiconductor Corp., which makes power-management chips, will buy AMIS Holdings Inc. in an all-stock transaction worth about $915 million.
AMIS, based in Pocatello, Idaho, is the parent of chip maker AMI Semiconductor. The company, which employs about 2,500 people world-wide, designs and manufacturers integrated circuits for customers in the automotive and medical industries.
Shareholders of AMIS will receive 1.150 shares of ON Semi common stock for each share of AMIS common stock they own. Based on ON Semi's closing stock price of $8.22 on Wednesday, it would pay AMIS shareholders about $10.14 a share, a 38% premium over AMIS' closing stock price of $7.35 on Wednesday.
Phoenix-based ON Semi, which makes audio and power management chips used in mobile phones, cars and portable electronics, expects up to $50 million in pre-tax cost savings from the purchase in 2009. Chief Financial Officer Donald Colvin said the acquisition would add to the company's earnings by the end of 2008.
ON Semi may record a one-time charge for costs related to the deal. The amount of that charge has not been determined.
Shareholders holding about 24% of AMIS shares have endorsed the purchase, which is expected to close in the first half of 2008.
"The acquisition of AMIS furthers the transformation of ON Semiconductor into an analog and power solutions leader with enhanced scale, higher value and higher margin products, deep customer relationships and an expanded addressable market," said ON Semi Chief Executive Keith Jackson.
"AMIS will immediately contribute exciting new products and capabilities in the medical and military/aerospace markets and will complement our existing automotive and industrial businesses," Mr. Jackson added.
Mr. Jackson will serve as president and CEO of the combined company. ON Semi nonexecutive Chairman J. Daniel McCranie will continue as nonexecutive chairman of the combined company. Christine King, CEO of AMIS, will join the combined company's board of directors.
When the deal closes, ON Semi will issue about 104 million shares of common stock. ON Semi will own about 74% and AMIS stockholders about 26% of the combined company. In connection with the deal, ON Semi said it increased its share repurchase authorization from 30 million to 50 million shares.
ON Semiconductor Agrees to Buy Amis
ON Semiconductor Corp., which makes power-management chips, will buy AMIS Holdings Inc. in an all-stock transaction worth about $915 million.
AMIS, based in Pocatello, Idaho, is the parent of chip maker AMI Semiconductor. The company, which employs about 2,500 people world-wide, designs and manufacturers integrated circuits for customers in the automotive and medical industries.
Shareholders of AMIS will receive 1.150 shares of ON Semi common stock for each share of AMIS common stock they own. Based on ON Semi's closing stock price of $8.22 on Wednesday, it would pay AMIS shareholders about $10.14 a share, a 38% premium over AMIS' closing stock price of $7.35 on Wednesday.
Phoenix-based ON Semi, which makes audio and power management chips used in mobile phones, cars and portable electronics, expects up to $50 million in pre-tax cost savings from the purchase in 2009. Chief Financial Officer Donald Colvin said the acquisition would add to the company's earnings by the end of 2008.
ON Semi may record a one-time charge for costs related to the deal. The amount of that charge has not been determined.
Shareholders holding about 24% of AMIS shares have endorsed the purchase, which is expected to close in the first half of 2008.
"The acquisition of AMIS furthers the transformation of ON Semiconductor into an analog and power solutions leader with enhanced scale, higher value and higher margin products, deep customer relationships and an expanded addressable market," said ON Semi Chief Executive Keith Jackson.
"AMIS will immediately contribute exciting new products and capabilities in the medical and military/aerospace markets and will complement our existing automotive and industrial businesses," Mr. Jackson added.
Mr. Jackson will serve as president and CEO of the combined company. ON Semi nonexecutive Chairman J. Daniel McCranie will continue as nonexecutive chairman of the combined company. Christine King, CEO of AMIS, will join the combined company's board of directors.
When the deal closes, ON Semi will issue about 104 million shares of common stock. ON Semi will own about 74% and AMIS stockholders about 26% of the combined company. In connection with the deal, ON Semi said it increased its share repurchase authorization from 30 million to 50 million shares.
| Associated Links: AMI Semiconductor, Inc. |
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