ON Semiconductor to Acquire Catalyst Semiconductor
Portable Design News, Wednesday July 23, 2008
ON Semiconductor Corporation and Catalyst Semiconductor, Inc. have announced the signing of a definitive merger agreement providing for the acquisition of Catalyst Semiconductor by ON Semiconductor in an all-stock transaction valued at $115 million.
The Catalyst acquisition follows not long on the heels of ON’s purchase of AMI Semiconductor and a voltage regulation product line from Analog Devices. All three acquisitions add significantly to ON Semi’s analog capabilities, which are key to the power management position they’ve staked out for themselves in the market. “The acquisition of Catalyst Semiconductor will add to our high gross margin analog and mixed-signal product offerings for the digital consumer and wireless end-markets,” said Keith Jackson, ON Semiconductor president and CEO, in a statement.
Under the terms of the agreement, which has been approved by both boards of directors, the fixed exchange ratio will be 0.706 shares of ON Semiconductor common stock for each share of Catalyst Semiconductor common stock. Based on the closing stock price of ON Semiconductor on July 16, 2008, this represents a value to Catalyst Semiconductor shareholders of approximately $6.24 per share. Upon completion of the transaction, ON Semiconductor will issue approximately 13 million shares of common stock on a fully diluted basis to complete the transaction or approximately 3 percent of ON Semiconductor’s fully diluted shares outstanding.
The transaction is subject to the approval of shareholders of Catalyst Semiconductor as well as customary closing conditions and regulatory approvals. The companies expect the transaction to close in the fourth quarter of 2008. Upon closing, ON Semiconductor may record a one-time charge for purchased in-process research and development expenses and other deal related costs.
ON Semiconductor, Phoenix, AZ (602) 244 6600 [www.onsemi.com]
