By Lisa Kerner
Charlotte, N.C., July 17 - ON Semiconductor Corp. agreed to acquire Catalyst Semiconductor, Inc. in an all-stock transaction valued at approximately $115 million.
Under the companies' definitive merger agreement, Catalyst shareholders will receive 0.706 shares of ON Semiconductor common stock, valued at about $6.24, per share of Catalyst common stock, according to an ON Semiconductor news release.
Both companies' boards of directors have approved the transaction, which is expected to close in the fourth quarter of 2008.
ON Semiconductor said it will issue approximately 13 million shares, or about 3%, of its common stock in the transaction.
"The acquisition of Catalyst Semiconductor will add to our high gross margin analog and mixed-signal product offerings for the digital consumer and wireless end-markets," ON Semiconductor president and chief executive officer Keith Jackson said in the release.
Shares of the combined company will trade on the Nasdaq Global Exchange under the symbol "ONNN."
JPMorgan was the exclusive financial adviser to ON Semiconductor. Catalyst was advised by Houlihan Lokey.
ON Semiconductor is a Phoenix-based designer, manufacturer and marketer of power and data management semiconductors and standard semiconductor components.
Based in Santa Clara, Calif., Catalyst designs and markets reprogrammable non-volatile memory products and analog/mixed-signal semiconductor products.
| Acquirer: | ON Semiconductor Corp.
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| Target: | Catalyst Semiconductor Inc.
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| Announcement date: | July 17
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| Price per share: | 0.706 ON Semiconductor shares
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| Transaction total: | $115 million
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| Expected closing: | Fourth quarter of 2008
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| Stock price of acquirer: | Nasdaq: ONNN: $8.84 on July 16
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| Stock price of target: | Nasdaq: CATS: $4.06 on July 16
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