On Semiconductor Corporation · NASDAQ:ON
On Semiconductor — Merger or Acquisition (November 2015)
13 slides from On Semiconductor's merger presentation, Nov 18, 2015
Slide 1: ON Semiconductor to Acquire Fairchild Semiconductor
ON Semiconductor to Acquire Fairchild Semiconductor Investor Presentation November 18, 2015 Exhibit 99.3
Slide 2: Safe Harbor Statement, Non-GAAP Financial Measure & Confidentiality
Safe Harbor Statement, Non-GAAP Financial Measure & Confidentiality This communication 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 consummat
Slide 3: Compelling Strategic and Financial Rationale
Compelling Strategic and Financial Rationale Creates a power management leader with strong capabilities in a rapidly consolidating industry Highly complementary product lines with minimal revenue overlap Compelling financial profile – Will drive significantly higher FCF1 with $150 million of annual
Slide 4: Our Businesses at a Glance
Our Businesses at a Glance Headquarters: Phoenix, AZ Market cap: ~$4.5bn FY2014 revenue: ~$3.2bn Employees: ~24,500 Leadership in analog, imaging, & low voltage power and small-signal semiconductor market Headquarters: San Jose, CA Market cap: ~$2.0bn FY2014 revenue: ~$1.4bn Employees: ~6,600 Leader
Slide 5: Transaction Overview
Transaction Overview Consideration per share $20.00 per share in cash Transaction value $2.4 billion equity value $2.3 billion enterprise value Expected closing Second quarter of 2016, subject to customary closing conditions Approval process Successful completion of tender offer Certain regulatory a
Slide 6: Leadership in Power Semiconductors
Leadership in Power Semiconductors Top power semiconductor discrete providers – 2014 market share #2 #5 #7 Source: IHS
Slide 7: Combined Company is a Top Player
Combined Company is a Top 10 Player #10 #13 #25 Source: Factset, Company filings, Wall Street research estimates Top 30 non-memory semiconductor device companies by CY2015E revenue ($m)
Slide 8: Serving Complementary Products across the Voltage Spectrum
Serving Complementary Products across the Voltage Spectrum Medium voltage Low voltage High voltage Serving similar customers with highly complementary product sets Full spectrum of high, medium and low voltage products ` Select combined company customers
Slide 9: Expanded Footprint in Strategic Markets
Expanded Footprint in Strategic Markets ON Semiconductor Fairchild Combined LTM Revenue $1.4 B LTM Revenue $4.9 B LTM Revenue $3.5 B
Slide 10: Potential for $150m of Annual Synergies
Potential for $150m of Annual Synergies Cost of Goods Sold $19.50 per share in cash Sales and Marketing General and Administrative Research & Development Benefits from Fairchild’s manufacturing consolidation plan Supply chain synergies Complementary product portfolio Higher relevance to customers an
Slide 11: Highly Profitable Financial Model
Highly Profitable Financial Model Sustainable and growing revenue with additional scale from combination $150M of projected annual run rate cost synergies Limited revenue dis-synergies leading to margin expansion for combined company Strong cash flow generation supports track record of rapid delever
Slide 12: Transaction Financing
Transaction Financing Pro forma capitalization statistics $2.4 billion of new term loans at closing $2.2 billion of new debt $200 million to refinance existing Fairchild debt facilities Rate on term loan expected to be 4.0% to 4.5% based on current markets ON’s existing debt of $1.5 billion is not r
Slide 13: Tender Offer
Tender Offer The tender offer for the outstanding shares of common stock of Fairchild has not yet commenced. This communication is for informational purposes only and it does not constitute an offer to purchase or a solicitation of an offer to sell any securities. At the time the tender offer is com
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