Fairchild expects revised unsolicited proposal to result in “superior proposal”

Fairchild Semiconductor International announced Monday that its board of directors has determined that a revised unsolicited proposal received on December 28, 2015, from China Resources Microelectronics Limited and Hua Capital Management Co., Ltd. to acquire Fairchild for $21.70 per share in cash would reasonably be expected to result in a “Superior Proposal” as defined in the company’s agreement and plan of merger with ON Semiconductor Corporation.

On December 28, Fairchild received an unsolicited offer from China Resources Microelectronics Limited and Hua Capital Management Co., Ltd. to acquire the company for $21.70 per share in cash.

As previously announced on November 18, 2015, Fairchild entered into an agreement and plan of merger with ON Semiconductor to acquire Fairchild for $20.00 per share in an all cash transaction valued at approximately $2.4 billion.

Fairchild Semiconductor said its board’s determination allows the company to take certain actions, in accordance with the procedures set forth in the agreement and plan of merger with ON Semiconductor, to further consider the revised proposal, including engaging in discussions with China Resources and Hua Capital.

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