By Lisa Kerner
Charlotte, N.C., Dec. 13 - ON Semiconductor Corp. agreed to acquire AMIS Holdings, Inc., parent company of AMI Semiconductor, in an all-stock transaction with an estimated equity value of $915 million.
The companies' definitive merger agreement calls for AMIS shareholders to receive 1.15 shares of ON Semiconductor common stock for each share of AMIS common stock they own, or roughly $10.14 per share.
ON Semiconductor will issue 104 million shares of common stock on a fully diluted basis to complete the transaction, according to a news release.
In connection with the proposed merger, ON Semiconductor's board increased its share repurchase authorization to 50 million shares from 30 million shares. Over the next three years, the company is authorized to repurchase about 50% of the shares to be issued in the transaction.
The transaction is expected to close in the first half of 2008, pending shareholder approval. AMIS stockholders holding some 24% of the company's voting stock have agreed to vote in support of the deal.
Once the acquisition is complete, ON Semiconductor will own 74% and AMIS stockholders will own 26% of the combined company.
ON Semiconductor believes the integration of AMIS will result in up to $50 million of pre-tax savings in 2009. The combined company would have latest-12-months cumulative revenues of more than $2 billion and EBITDA of greater than $500 million, the release stated.
"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," ON Semiconductor president and chief executive officer Keith Jackson said in the release.
Jackson will become president and CEO of the combined company with the corporate headquarters remaining in Phoenix. The company will also have a presence in Pocatello, Idaho, in Belgium and in other locations worldwide.
ON Semiconductor non-executive chairman J. Daniel McCranie will continue as non-executive chairman of the board of directors of the combined company. That board will be expanded to eight members with the addition of AMIS CEO Christine King.
Shares of the combined company will trade on the Nasdaq Global Exchange under the symbol "ONNN."
ON Semiconductor was advised by Credit Suisse Securities (USA) LLC and DLA Piper US LLP; while AMIS was advised by Goldman, Sachs & Co. and Davis Polk & Wardwell acted as legal counsel to AMIS.
ON Semiconductor is a Phoenix-based designer, manufacturer and marketer of power and data management semiconductors and standard semiconductor components.
Based in Pocatello, Idaho, AMIS designs and manufactures mixed signal semiconductor products.
| Acquirer: | ON Semiconductor Corp
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| Target: | AMIS Holdings, Inc.
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| Announcement date: | Dec. 13
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| Transaction total: | $915 million
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| Price per share: | 1.15 shares of ON Semiconductor, or about $10.14
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| Expected closing: | First half of 2008
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| Stock price for acquirer: | Nasdaq: ONNN: $8.82 on Dec. 12
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| Stock price of target: | Nasdaq: AMIS: $7.35 on Dec. 12
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