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Published on 2/11/2008 in the Prospect News Special Situations Daily.

ON Semiconductor, AMIS Holdings set meeting date for merger vote

By Lisa Kerner

Charlotte, N.C., Feb. 11 - AMIS Holdings, Inc. and ON Semiconductor Corp. have scheduled special meetings of their respective stockholders for March 12 at 11:30 a.m. ET.

The purpose of the AMIS meeting is to vote to adopt and approve the Dec. 13 merger agreement between the two companies.

ON Semiconductor shareholders will be asked to approve increasing the number of authorized shares of the company's stock to 750.1 million from 600.1 million. Shareholders will also vote on issuance of the stock.

AMIS stockholders will meet in Salt Lake City. The record date for the meeting is Feb. 8.

ON Semiconductor shareholders will meet in Phoenix. The record date for the meeting is Jan. 25.

Both companies' boards of directors have approved a strategic merger combining ON Semiconductor and AMIS, according to a 424B3 filing with the Securities and Exchange Commission.

It was previously reported that ON Semiconductor agreed to acquire AMIS in an all-stock transaction with an estimated equity value of $915 million.

AMIS shareholders will receive 1.15 shares of ON Semiconductor common stock for each share of AMIS common stock they own, or roughly $10.14 per share.

The SEC has declared effective the registration statement on form S-4 relating to the proposed merger, an ON Semiconductor news release stated.

In addition, the Hart-Scott-Rodino waiting period has expired and the merger has been cleared by the German Federal Cartel Office.

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. AMIS is the parent company of AMI Semiconductor.


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