Fairchild rejects proposal from China Resources, Hua Capital

Fairchild Semiconductor International, Inc. announced this week that its board of directors, after consultation with its legal and financial advisors, has determined that the unsolicited proposal received on December 28, 2015, from China Resources Microelectronics Ltd and Hua Capital Management Co., Ltd.  to acquire Fairchild does not constitute a “Superior Proposal” as defined in the Company’s Agreement and Plan of Merger with ON Semiconductor Corporation.

On January 5, 2016, Fairchild announced that the Board determined that the Acquisition Proposal would reasonably be expected to result in a Superior Proposal. The Fairchild management team, along with Fairchild’s legal and financial advisors, engaged in extensive discussions with China Resources and Hua Capital. After conducting a thorough review, and after consultation with Fairchild’s legal and financial advisors, the Board concluded that the Acquisition Proposal is not superior to Fairchild’s existing agreement with ON Semiconductor.

As previously announced on November 18, 2015, Fairchild entered into an Agreement and Plan of Merger with ON Semiconductor, under which a wholly owned subsidiary of ON Semiconductor agreed to acquire all of the outstanding shares of Fairchild common stock for $20.00 per share in cash.

Fairchild remains subject to the Agreement and Plan of Merger with ON Semiconductor, and the Board has not changed its recommendation in support of that agreement.

Goldman, Sachs & Co. is acting as financial advisor to Fairchild, and Wachtell, Lipton, Rosen & Katz is serving as its legal counsel.


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