A Morimi 15 billion 320 million yuan acquisition of Fairchild Semiconductor

Major trading focus:

A global leader generated power semiconductor market, has extensive and profound product portfolio

Highly complementary product line provides a full range of high, medium and low voltage products

To strengthen the main strategic areas in the industrial, automotive and intelligent mobile phone terminal market status

Immediately upgrade (non-GAAP) non GAAP earnings per share and free cash flow

The number of quarters after the completion of the transaction is expected to greatly enhance the non-GAAP earnings per share

The annual savings of $150 million within 18 months of visible cost after the completion of the transaction

Following last month's Fairchild Semiconductor (left) revealed to be sold, A Morimi semiconductor (right) announced that the two sides have reached an agreement by the semiconductor to nearly 15 billion 320 million yuan in the acquisition of A Morimi. A Morimi (ON Semiconductor) semiconductor company and Fairchild Semiconductor International Inc (Fairchild Semiconductor International) has announced a final agreement, A Morimi Fairchild Semiconductor Company will purchase to $20 per share in cash, the cash of nearly $2 billion 400 million (15 billion 300 million yuan). The acquisition is to create a global leader in power semiconductor market, with revenues of approximately $5 billion, business diversification, involving a number of areas of the market, the market for the automotive industry, strategic focus and intelligent mobile phone terminal market.

A Morimi semiconductor CEO Jack (Keith Jackson) said: "the combination of A Morimi and Fairchild Semiconductor Company, created in the semiconductor industry, the rapid integration of a strong power semiconductor leader. Our plan is to combine the complementary product lines of the two companies to provide customers with a full range of high, medium and low voltage products. The immediate increase in earnings per share and the potential for a significant increase in A Morimi's free cash flow in the future, so that the acquisition of Fairchild Semiconductor for the shareholders of the semiconductor in terms of speaking, is a very good opportunity for the future of the European Union, the European Union, the European Union, said the acquisition of the right of the semiconductor industry in the future, the acquisition of the right of the semiconductor industry, the semiconductor industry in Europe, the company is a very good opportunity for the acquisition of. "

Fairchild chairman and chief executive officer Mark Thompson said: "as part of the A Morimi Fairchild Semiconductor, will continue to lead in the use of high efficiency power on the development and innovation of technology design, to help customers succeed, and create value for our global partners and employees. We will work closely with A Morimi semiconductor to ensure the smooth completion of the transaction. "

After the completion of the transaction, non-GAAP earnings per share and free cash flow is expected to A Morimi semiconductor immediately increase, regardless of any non recurring acquisition related expenses, depreciation and amortization of inventory fair value rising and acquired intangible assets. It is estimated that 18 months after the completion of the transaction, A Morimi semiconductor cost savings of $150 million per year.

The transaction is not affected by the financing situation. A Morimi semiconductor plans to merge the company's balance sheet included in the acquisition of cash and an increase of $2 billion 400 million in debt. Debt financing includes a $300 million revolving credit facility. A Morimi semiconductor will continue to support its stock repurchase program, the acquisition of the agreement reached in the financing will continue to provide more flexibility in the stock repurchase.

Tender offer and transaction

Under the terms of the final agreement, A Morimi semiconductor will begin a cash tender offer to acquire shares of $20 per share of ordinary shares of the Fairchild Semiconductor, providing cash for each shareholder. After obtaining the approval of the relevant regulatory authorities, to meet other customary closing conditions, all the shares in the tender offer and tender is accepted after payment, the two sides will soon make the final agreement, the merger will lead to all the stock not tender in the tender offer for $20 per share cash right. The deal has been unanimously approved by the board of directors of A Morimi semiconductor and Fairchild Semiconductor, is expected to reach a final deal at the end of the second quarter of 2016. The proposed deal does not require the approval of A Morimi semiconductor shareholders.

Deutsche Bank (Deutsche Bank) is the chief financial adviser A Morimi semiconductor, Foerster (Morrison & Forester) is the legal adviser A Morimi semiconductor, Merrill Lynch (BofA Merrill Lynch) also served as financial advisor to A Morimi semiconductor. Deutsche Bank and Merrill Lynch have pledged debt financing for the deal. Goldman is the exclusive financial advisor to Fairchild, together with Wachtell, Lipton (Lipton) and Rosen & Katz is also the legal adviser of the fairchild.

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