PHOENIX and TOKYO — ON Semiconductor Corporation (Nasdaq: ONNN), today announced the completion of the acquisition of SANYO Semiconductor Co., Ltd., a subsidiary of SANYO Electric, and other assets related to SANYO Electric’s semiconductor business, by ON Semiconductor. Under the terms of the purchase agreement, ON Semiconductor paid approximately ¥11.8 billion ($144 million) in cash to SANYO Electric and drew down approximately ¥31.7 billion ($378 million) under a loan agreement with SANYO Electric.
“The combination with SANYO Semiconductor represents an important step in the continued transformation of ON Semiconductor into a premier global supplier of high-performance silicon solutions for energy efficient electronics,” said Keith Jackson, president and CEO of ON Semiconductor. “This acquisition enables us to expand wholeheartedly into the Japanese market and to capture growth on a global basis. We believe this acquisition will create immediate value for customers, partners and investors, and we are excited to welcome the employees of SANYO Semiconductor to the ON Semiconductor family.”
With the addition of SANYO Semiconductor, ON Semiconductor expands its product portfolio, adding new capabilities ranging from microcontrollers and custom Application Specific Integrated Circuits (ASICs) to integrated power modules and motor control devices for the consumer, automotive and industrial end-markets.
Teruo Tabata – who will continue as president of SANYO Semiconductor – added, “Similar to ON Semiconductor, we have a rich history that dates back more than 50 years. SANYO Semiconductor’s internally created mixed signal process technologies and ON Semiconductor’s strong history of operational excellence with cost competitive manufacturing will enhance our ability to deliver next generation products and technologies to customers in Japan and abroad. The combination with ON Semiconductor is a great opportunity for customers, partners and employees of SANYO Semiconductor.”
“In addition to the strategic benefits, the acquisition of SANYO Semiconductor greatly enhances ON Semiconductor’s scale and improves our long-term earnings and cash flow generation capabilities,” said Donald Colvin, ON Semiconductor executive vice president and CFO. “As contemplated in the purchase agreement, SANYO Semiconductor retains approximately ¥10 billion ($123 million) of cash on its balance sheet as of closing. In addition, SANYO Electric’s operational support of up to ¥25 billion ($307 million) over a two year period for the purpose of aligning SANYO Semiconductor’s cost to globally competitive manufacturing costs is expected to accelerate the timetable for the transaction to be accretive to earnings on a non-GAAP basis. Our goal is to deliver in excess of $30 million in pre-tax income per quarter. We currently believe, however, that we can accomplish this goal sooner than the approximate eighteen months post closing previously announced in July. Additional details regarding the acquisition will be made available during our conference call to discuss ON Semiconductor’s fourth quarter and 2010 results. The call is currently scheduled for early February 2011.”
ON Semiconductor plans to operate SANYO Semiconductor as an independent division, utilizing the SANYO logo for up to three years. However, plans are already underway to begin offering both ON Semiconductor’s and SANYO Semiconductor’s products and technologies to all worldwide customers.
GCA Savvian Advisors, LLC acted as exclusive financial advisor and Morrison & Foerster LLP acted as legal counsel to ON Semiconductor. Nikko Cordial Securities Inc. acted as exclusive financial advisor and Nagashima Ohno & Tsunematsu acted as legal counsel to SANYO Electric.
This press release assumes a Japanese yen to United States dollar exchange rate of ¥81.50/$1.00 in all cases except for the loan agreement exchange rate. The loan agreement was set at a Japanese yen to United States dollar exchange rate of ¥83.99/$1.00 based on the terms of the loan agreement.