又一家半导体收购 - OnSemi收购AMIS

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自上个月OnSemi收购ADI的CPU稳压器和PC温度监测产品线以后，今天又收购AMIS - $915M。
AMIS是一家混合信号和数字半导体提供商。
ON Semi to acquire AMIS for $915M to create power semi giant

By Ann Steffora Mutschler, Senior Editor -- Electronic News, 12/13/2007

To further the transformation of ON Semiconductor Corp.into an analog and power semiconductor giant with what the company saysis enhanced scale, higher value and higher margin products, deepcustomer relationships and an expanded addressable market, the Phoenix,Ariz.-based power semiconductor supplier announced today it isacquiring AMIS Holdings Inc., the parent company of AMI Semiconductor (AMIS) in an all-stock transaction valued at approximately $915 million.
AMIS is a mixed-signal and digital semiconductor provider headquartered in Pocatello, Idaho.

This move compliments one made early last month, when ON acquired the CPU voltage regulation and PC thermal monitoring product line from Analog Devices Inc.,which represented approximately $80 million in revenue for ADI duringits fiscal year 2007, closed November 3, consists of core voltageregulator products for CPUs in computing and gaming applications, alongwith temperature sensors and fan-speed controllers for managing thetemperature of the CPU.
Keith Jackson, ON Semi’s president and CEO noted that thecombination of ON Semiconductor’s standard products and manufacturinginfrastructure with AMIS’s growing standard products business andsubstantial custom product portfolio will allow the combined company tobetter address customer needs.
“AMIS will immediately contribute exciting new products andcapabilities in the medical and military/aerospace markets and willcomplement our existing automotive and industrial businesses. Overtime, we plan to leverage the advanced sub-micron capabilities of ourGresham, Oregon, fabrication facility to achieve operational synergiesand extend AMIS’s high voltage and low power offerings,” Jackson addedin a statement.
The boards of directors have both approved the acquisition, theterms of which state that AMIS shareholders will receive 1.150 sharesof ON Semiconductor common stock for each share of AMIS common stockthey own, representing a value of approximately $10.14 per share basedon the closing stock price of ON Semiconductor on December 12.
When the transaction is complete, ON Semiconductor will issueapproximately 104 million shares of common stock on a fully dilutedbasis to complete the transaction, so that ON Semiconductor and AMISstockholders will own approximately 74 and 26 percent, respectively, ofthe combined company.
The companies expect the transaction to close in the first half of 2008. 
Upon closing, ON Semiconductor may record a one-time charge forpurchased in-process R&D expenses and other deal related costs.
ON’s executive VP, CFO and treasurer Donald Colvin also noted thatthe acquisition provides “compelling financial opportunities” inaddition to the strategic benefits.
“We have identified significant operational and manufacturing costsynergies, up to $50 million in pre tax savings in 2009 that may beachieved through the integration of AMIS and rationalization of ourcombined infrastructure.  We expect to begin to realize these synergieswithin two quarters of closing the transaction.  With these costsavings, and excluding the impact of amortization expense, we expectthe acquisition will be accretive to our earnings per share exiting2008,” Colvin explained.
“The combined company would also have latest twelve monthscumulative revenues of greater than $2 billion and latest twelve monthscumulative EBITDA of greater than $500 million.  We believe the strongEBITDA of the combined company, along with the rationalization of ourcapital expenditures and utilization of our tax losses will enable thecombined company to generate significant cash flow for ourshareholders.  We have also identified potential revenue synergiesthat, while we are not counting on them to make this acquisitionaccretive, provide exciting opportunities for further enhancing ourcombined revenue growth,” he added.
ON’s Jackson will serve as president and CEO of the combined companywith corporate headquarters to remain in Phoenix, with a significantpresence maintained in Pocatello, Belgium and various other locationsworldwide.  ON’s non-executive chairman J. Daniel McCranie willcontinue as non-executive chairman of the board of directors of thecombined company, which will be expanded to eight members with theaddition of Christine King, CEO of AMIS.
King said of the acquisition, “This transaction represents acompelling opportunity for AMIS employees, customers and shareholdersby combining the outstanding manufacturing excellence of ONSemiconductor with the world class mixed-signal design talent of AMIS.We believe AMIS shareholders will not only benefit from the initialpremium represented by the purchase price, but also from a significantpost-merger ownership in a combined ON Semiconductor/AMIS company thatis expected to have enhanced growth, cash flow and profitabilityprospects. Through the combination, our employees will have access to amore complete technology roadmap and capabilities as well as theopportunity to serve our customers with a wider array of products;either custom or standard.”
Shares of the combined company will trade on the NASDAQ Global Exchange under the symbol “ONNN.”
In addition, ON also announced today that, in connection with thistransaction, its board of directors has increased its share repurchaseauthorization from 30 to 50 million shares to increase ON’s existingstock repurchase program and is expected to commence as soon aspracticable.