Dec 29 2009
ON Semiconductor (Nasdaq: ONNN) today announced that it has commenced its tender offer for the acquisition of California Micro Devices Corporation (Nasdaq: CAMD).
This move represents the next step toward an acquisition first announced on December 14. As previously reported: “The acquisition of California Micro Devices (CMD) will significantly strengthen our offering of application specific integrated passive (ASIP) devices to protect products in the wireless, computing and consumer electronics end-markets,” said Keith Jackson, ON Semiconductor president and CEO. “In addition, CMD’s expertise in protection solutions for the high brightness LED (HBLED) market, as well as their strengths in LC-based EMI (electromagnetic interference) filtering and low capacitance ESD (electrostatic discharge) protection, complement our existing portfolio of protection and lighting solutions. With technology and process development expertise in ESD and EMI protection, CMD is highly differentiated in the marketplace – as demonstrated by their strong relationships with leading global customers across multiple large and growing applications. Combined with ON Semiconductor’s global sales channel footprint and effective channels of distribution, we expect to be able to support a broader and deeper penetration of CMD’s overall product portfolio with market-leading customers. This should enable us to accelerate revenue growth for CMD’s products and increase market share. We also believe CMD’s products and operations will benefit from ON Semiconductor’s world-class manufacturing capabilities.”
The cash tender, through PAC-10 Acquisition Corporation, an indirect, wholly-owned ON Semiconductor subsidiary, is for all outstanding shares of CMD common stock at a price of $4.70 per share, without interest and less any applicable withholding or stock-transfer taxes.
The tender offer is subject to conditions set forth in the Offer to Purchase, including a minimum share-tender condition and other customary conditions, as described in the Offer to Purchase.
Unless extended, the tender offer and any withdrawal rights to which CMD stockholders may be entitled will expire at midnight, U.S. Eastern Time, on Tuesday, January 26, 2010 (which is the end of the day on January 26, 2010). Following acceptance for payment of shares in the tender offer and completion of the transactions contemplated in the merger agreement and described in the Offer to Purchase, CMD will become an indirect, wholly owned subsidiary of ON Semiconductor.