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On Semiconductors a step closer to Buy Fairchild Semiconductor extends Tender Offers

ON Semiconductor Corporation

ON Semiconductor Corporation announces the extension of its prior announced tender offer to acquire rest of shares of common stock of Fairchild Semiconductor International for $20.00 per share in cash (the “Offer”) pending the satisfaction of the conditions to the Offer set forth in the merger agreement entered into on November 18, 2015, between the companies.

The Offer is sought to expire one minute following 11:59 p.m., New York City time, on June 23, 2016, unless further extended as required or permitted by the merger agreement pertaining the other terms and conditions of the offer unchanged.

Computershare Trust Company, N.A., the depositary for the Offer, has advised ON Semiconductor that as of the close of business, New York City time on June 9, 2016, approximately 41,773,784 shares of common stock of Fairchild (not including 3,517,572 shares tendered by notice of guaranteed delivery for which shares have not yet been delivered) have been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 36.8% of the outstanding shares of common stock of Fairchild.

The merger agreement requires successive 10-business day extensions of the Offer, and ON Semiconductor currently intends to continue making such successive extensions, subject to the other terms and conditions of the merger agreement.

This press release is being issued under applicable securities laws in order to notify Fairchild’s stockholders of the extension.


BiS Team

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