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| [November 19, 2012] |
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ON Semiconductor Announces Redemption of Its 1.875 Percent Convertible Senior Subordinated Notes Due 2025
PHOENIX --(Business Wire)--
ON (News - Alert) Semiconductor Corporation (Nasdaq: ONNN)
today announced that it is exercising its option to redeem all remaining
outstanding 1.875 percent Convertible Senior Subordinated Notes due in
2025 (CUSIP No. 682189AC9 and 682189AD7) (the "Notes") amounting to an
aggregate principal amount of $95 million. The redemption date will be
December 20, 2012. ON Semiconductor expects to fund the payment of this
redemption using available liquidity.
The redemption price is equal to $1,000 per $1,000 principal amount of
the Notes plus accrued and unpaid interest to, but excluding, the
redemption date. Payment of the redemption price will be made upon
surrender of the Notes at the address provided by the trustee of the
Notes in the notice of redemption. A copy of the notice of redemption
may be obtained from Deutsche Bank Trust Company Americas, as trustee
and conversion agent, by calling 1-800-735-7777.
The holders of the Notes have the right to convert their Notes into
shares of common stock of ON Semiconductor at a conversion rate of
142.8571 shares per $1,000 principal amount of Notes until the close of
business on December 19, 2012. ON Semiconductor will satisfy its
conversion obligation with respect to each $1,000 principal amount of
Notes tendered for conversion by delivering cash equal to the sum of the
daily conversion values, including cash for any net share amount. The
observation period will include the 20 consecutive trading days
beginning on and including the third trading day after the delivery of a
conversion notice to the conversion agent. Holders who wish to convert
their Notes must comply with the procedures in the Notes.
"We are pleased to announce the exercise of ON Semiconductor's option to
redeem $95 million of the 1.875 percent Convertible Senior Subordinated
Notes," said Bernard Gutmann, ON Semiconductor executive vice president
and CFO. "ON Semiconductor began the fourth quarter of 2012 with ample
cash, cash equivalents and short-term investments at approximately $643
million. With this redemption, ON Semiconductor will reduce its leverage
and will eliminate future potential share dilution associated with the
Notes."
About ON Semiconductor
ON Semiconductor (Nasdaq: ONNN) is driving innovation in energy
efficient electronics, empowering design engineers to reduce global
energy use. The company offers a comprehensive portfolio of energy
efficient power and signal management, logic, discrete and custom
solutions to help customers solve their unique design challenges in automotive,
communications, computing, consumer, industrial, LED lighting, medical,
military/aerospace and power supply applications. ON Semiconductor
operates a responsive, reliable, world-class supply chain and quality
program, and a network of manufacturing facilities, sales offices and
design centers in key markets throughout North America, Europe, and the
Asia Pacific regions. For more information, visit http://www.onsemi.com.
ON Semiconductor and the ON Semiconductor logo are registered
trademarks of Semiconductor Components Industries, LLC. All other
brand and product names appearing in this document are registered
trademarks or trademarks of their respective holders. Although
the company references its website in this news release, information on
the website is not to be incorporated herein.
This document contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements,
other than statements of historical facts, included or incorporated in
this document could be deemed forward-looking statements, particularly
statements about the future financial performance of ON Semiconductor.
These forward-looking statements are often characterized by the use of
words such as "believes," "estimates," "expects," "projects," "may,"
"will," "intends," "plans," "should," or "anticipates," or by
discussions of strategy, plans or intentions. All forward-looking
statements in this document are made based on information available to
us as of the date of this release, our current expectations, forecasts
and assumptions, and involve risks, uncertainties and other factors that
could cause results or events to differ materially from those expressed
in the forward-looking statements. Among these factors are our revenues
and operating performance, poor economic conditions and markets
(including current credit and financial conditions), effects of exchange
rate fluctuations, the cyclical nature of the semiconductor industry,
changes in demand for our products, changes in inventories at our
customers and distributors, technological and product development risks,
enforcement and protection of our intellectual property rights and
related risks, availability of raw materials, electricity, gas, water
and other supply chain uncertainties, our ability to effectively shift
production to other facilities in order to maintain supply continuity
for our customers, variable demand and the aggressive pricing
environment for semiconductor products, our ability to successfully
manufacture in increasing volumes on a cost-effective basis and with
acceptable quality for our current products, competitors' actions
including the adverse impact of competitive product announcements,
pricing and gross profit pressures, loss of key customers, order
cancellations or reduced bookings, changes in manufacturing yields,
control of costs and expenses and realization of cost savings from
restructurings (including the voluntary retirement program for employees
in our SANYO Semiconductor Products Group and our recent global
workforce reduction), significant litigation, risks associated with
decisions to expend cash reserves for various uses such as debt
prepayment, stock repurchases or acquisitions rather than to retain such
cash for future needs, risks associated with acquisitions and
dispositions (including from integrating and consolidating, and timely
filing financial information with the Securities and Exchange Commission
("SEC (News - Alert)") for acquired businesses and difficulties encountered in
accurately predicting the future financial performance of acquired
businesses), risks associated with our substantial leverage and
restrictive covenants in our debt agreements from time to time, risks
associated with our worldwide operations including foreign employment
and labor matters associated with unions and collective bargaining
arrangements as well as man-made and/or natural disasters such as the
flooding in Thailand or the Japan earthquake and tsunami affecting our
operations and finances/financials, the threat or occurrence of
international armed conflict and terrorist activities both in the United
States and internationally, risks and costs associated with increased
and new regulation of corporate governance and disclosure standards,
risks related to new legal requirements and risks involving
environmental or other governmental regulation. Information concerning
additional factors that could cause results to differ materially from
those projected in the forward-looking statements is contained in ON
Semiconductor's Annual Report on Form 10-K for the period ended December
31, 2011 filed with the SEC on February 22, 2012, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and other of our filings with the
SEC. If any of these trends, risks or uncertainties actually occurs or
continues, our business, financial condition or operating results could
be materially adversely affected, the trading prices of our securities
could decline, and investors could lose all or part of their investment.
Readers are cautioned not to place undue reliance on forward-looking
statements. These forward-looking statements should not be relied upon
as representing our views as of any subsequent date and we do not
undertake any obligation to update forward-looking statements to reflect
events or circumstances after the date they were made.

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