On Semiconductor Corporation · NASDAQ:ON
On Semiconductor — Merger or Acquisition (July 2010)
23 slides from On Semiconductor's merger presentation, Jul 15, 2010
Slide 1: The Power of ON Semiconductor: Investor Presentation
Exhibit 99.3 SANYO Semiconductor Co., Ltd. Investor Presentation The Power of July 2010 ON Semiconductor 1
Slide 2: Forward Looking Statements
Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements related to the proposed transaction between ON Semiconductor and S
Slide 3: A Winning Combination
A Winning Combination More Than 100 Years of Semiconductor Expertise + SANYO Semiconductor Co., Ltd. Annualized Revenue: ~$2.3Bn Annualized Revenue: ~$1.2Bn Annualized Gross Profit: $973MM Annualized Gross Profit: $348MM Annualized Operating Income: $453MM Annualized Operating Income: $16MM • World
Slide 4: Pro Forma Financials
Pro Forma Financials • Significant Pro Forma revenue scale, with over $3.5 billion in combined annualized revenue • SANYO Semiconductor gross margin expansion to be achieved through operational cost savings • SANYO Semiconductor operating expenses as a % of sales to be brought in-line with ON Semico
Slide 5: Est. Unaudited Net Assets to be Acquired at Close
Est. Unaudited Net Assets to be Acquired at Close Notes: (1) Represents estimated Balance Sheet as of closing. As part of purchase accounting, the assets and liabilities will be “fair valued” pursuant to an appraisal. Balance sheet information based on SANYO estimates and purchase agreement. 5
Slide 6: Summary Transaction Terms
Summary Transaction Terms Total payment of ~$366MM (~¥33.0Bn) at closing Consideration ~$129MM (~¥11.6Bn) of cash; and up to ~$238MM (~¥21.4Bn) of ON Semiconductor common stock, or cash Assumption of ~$245MM (~¥22Bn) of net liabilities ~35MM shares owned by SANYO Electric equates to approximately 7-
Slide 7: ON Semiconductor Today
ON Semiconductor Today • Headquarters: Phoenix, AZ Asia / Pacific mfg • Founded: Spun-off from Motorola 1999, IPO 2000 facilities: China, • Employees: 13,200 Japan, Malaysia, • Revenue: ~$2Bn and the HQ: Phoenix, Philippines • Market Capitalization: ~$3Bn AZ • Cash & Equivalents: $561MM (1) U.S. mfg
Slide 8: SANYO Semiconductor Today
SANYO Semiconductor Today • Headquarters: Gunma, Japan Manufacturing Locations • Founded: 2006 (predecessor entities date to 1957) Facility Products Wafer Size Wafer Fabs - Japan • Employees (as of Jan. 2010): Gunma fab HD/HIC/LSI 4" / 5" / 6" – F/T: 8,206; 2,074 in wafer process manufacturing, and
Slide 9: Additional Product Opportunities
Additional Product Opportunities • Acquisition Brings Extensive Audio ICs Complementary Product Portfolio Data Communication ICs • Numerous Japanese Qualified Packages Display Driver ICs ASICs Discrete Devices • Deep Intellectual Property Portfolio, including >6,500 Patents Power Supply ICs Microcon
Slide 10: Transaction Rationale
Transaction Rationale SANYO Semiconductor adds microcontrollers, motor controllers, inverters and other Complementary products Products, Customers ON Semiconductor is strong in N. America and Europe; SANYO strong in Japan and Asia and End-markets Significantly enhances ON Semiconductor’s position in
Slide 11: A Diversified Product Platform
A Diversified Product Platform SANYO SANYO Semiconductor Co., Ltd. + Semiconductor Co., Ltd. Discretes 18% Discretes Discretes 29% 38% Integrated Circuits Integrated 62% Integrated Circuits Circuits 71% 82% A Leader in Mixed Signal & Analog Technologies Note: Revenue breakdown for CY2009. Charts exc
Slide 12: Japanese Semiconductor Market
Japanese Semiconductor Market Global Semiconductor Japan Semiconductor Revenue Market, 2009 ($Bn) Americas 2009-12 CAGR: 5% 16% EMEA 14% Asia Pacific 52% Japan 18% 2009 Sales: $228Bn Japan is the World’s Second Largest Japan Semiconductor Market Semiconductor Region Expected to Recover Over 2010-12
Slide 13: Diversified Geographic Footprint
Diversified Geographic Footprint SANYO Global Semiconductor Market, 2009 + Semiconductor Co., Ltd. Americas Americas Americas 21% 16% 16% EMEA EMEA 11% 14% Asia Pacific EMEA 52% Asia-Pacific Asia-Pacific 16% 57% 61% Japan Japan Japan 16% 3% 18% Pro Forma Geographic Footprint Mirrors that of Semicond
Slide 14: Balanced End Market Presence
Balanced End Market Presence SANYO SANYO Semiconductor Co., Ltd. + Semiconductor Co., Ltd. Other Other Industrial Other Ind. 4% Computing 11% Computing Electronics 7% Computing 18% 26% 22% 11% 25% Auto 12% Comms Auto Auto 8% 16% Comms 18% Comms 14% 17% Consumer Consumer Consumer Electronics Electron
Slide 15: ON Semiconductor Market Segments
ON Semiconductor Market Segments Automotive and Computing & Consumer Digital & Mixed-Signal Standard Products Power Regulation Products Products Group DC-DC Conversion Medical Bipolar Power Low & Medium MOSFET Analog Switches Integrated Sensor Products Thyristor Analog Automotive AC-DC Conversion (“
Slide 16: SANYO Semiconductor Business Units
SANYO Semiconductor Business Units Hyper Device Division HIC Division (Hybrid IC) Standard LSI Division Custom LSI Division (Discrete) Sustain driver HIC Motor driver IC recorder SoC (Gok-Low) For power supply, general, strobe; Transistor, IGBT Inverter HIC for white goods Power supply IC LSI for im
Slide 17: Broad and Deep Customer Relationships
Broad and Deep Customer Relationships SANYO Semiconductor Co., Ltd. 17
Slide 18: Global Manufacturing Infrastructure
Global Manufacturing Infrastructure Japan: Niigata, Gunma, Gifu, Hanyu, Kasukawa Roznov, Czech Republic Piestany, Slovakia Hong Kong, China Aizu, Japan Gresham, OR Leshan, China Taichung, China Shekou, China Thailand Phoenix, AZ Carmona, Philippines Seremban, Malaysia Philippines (Site 1 & 2) Vietna
Slide 19: 10-Year History of Manufacturing Consolidation
10-Year History of Manufacturing Consolidation 19
Slide 20: Significant Revenue Scale
Significant Revenue Scale ($ in millions) Combined Company Generates Economies of Scale and Improved Financial Performance /SANYO Note: * Represents combined financials as reported for the last twelve months ending March 2010 for ON Semiconductor and SANYO Semiconductor. 20
Slide 21: Creating Shareholder Value
Creating Shareholder Value • SANYO Semiconductor business acquired for 0.5x AV / LTM Revenue; a reasonable price relative to other similar businesses – Weighted Average Aggregate Value / LTM Revenue multiple paid in three recent relevant semiconductor acquisitions was 5.0x(1) • ON Semiconductor uniq
Slide 22: A Winning Combination
SANYO Semiconductor Co., Ltd. A Winning Combination Complementary Products, Customers and End-markets Strengthens Market Position in Japan and Asia Leverages Operational Excellence to Drive Cost Savings Increased Scale and Cash Flow Generation Potential Significant Shareholder Value Creation Opportu
Slide 23: Forward Looking Statements
Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements related to the proposed transaction between ON Semiconductor and S