Business News | Oct 13, 2008

ON Semiconductor Corporation Completes Acquisition of Catalyst Semiconductor, Inc.

ON Semiconductor Corporation (Nasdaq: ONNN) announced today that it has, effective today, completed its acquisition of Catalyst Semiconductor, Inc. (Nasdaq: CATS) in a stock-for-stock merger. Under the terms of the merger agreement, Catalyst stockholders have generally received 0.706 shares of ON Semiconductor common stock for each share of Catalyst common stock they own.

ON Semiconductor issued approximately 11 million shares for the outstanding shares of Catalyst Semiconductor. The company also assumed Catalyst Semiconductor stock-based compensation awards that will result in an additional increase of approximately 2 million shares of ON Semiconductor common stock equivalents on a diluted basis.
 
“The merger represents another step in the transformation of ON Semiconductor,” said Keith Jackson, ON Semiconductor president and chief executive officer. “With the combination of ON Semiconductor's global footprint, effective channels of distribution, and top-tier customer relationships, we expect to be able to support a broader and deeper penetration of Catalyst's overall product portfolio. This should enable us to accelerate their revenue growth and increase market share.”
 
“Catalyst’s merger with ON Semiconductor is a great opportunity for our customers, employees, stockholders and their future,” said Gelu Voicu, senior vice president of ON Semiconductor’s Catalyst Group. “I am also excited to become a part of the ON Semiconductor team.” Mr. Voicu is the former CEO and continuing president of Catalyst Semiconductor.
 
“This acquisition is directly aligned with both our strategic and financial goals,” said Donald Colvin, ON Semiconductor executive vice president and chief financial officer. “We believe ON Semiconductor’s operational strengths will significantly benefit the revenue and margin potential of Catalyst Semiconductor similar to our experiences with the acquisition of AMIS Holdings, Inc. The Catalyst acquisition will also add approximately $25 million of cash and equivalents to ON Semiconductor’s balance sheet. We intend to provide further details on the acquisition and our third quarter 2008 results on our regularly scheduled quarterly earnings conference call on Oct. 30, 2008.”
 
Teleconference and Webcast Information:
ON Semiconductor will host a conference call for the financial community at 2:00 p.m. Eastern Time (ET) on Oct. 30, 2008 to discuss this announcement and ON Semiconductor’s results for the third quarter of 2008. The company will also provide a real-time audio broadcast of the teleconference on the Investor Relations page of its website at http://www.onsemi.com. The webcast replay will be available at this site approximately one hour following the live broadcast and will continue to be available for approximately 30 days following the conference call. Investors and interested parties can also access the conference call through a telephone call by dialing (888) 546-9664 (U.S./Canada) or 706-679-4331 (International). In order to join this conference call, you will be required to provide the Conference ID Number – which is 68319961. Approximately one hour following the live broadcast, the company will provide a dial-in replay that will continue to be available through November 6, 2008. To listen to the teleconference replay, call 800-642-1687 (U.S./Canada) or 706-645-9291 (International). You will be required to provide the Conference ID Number – which is 68319961.

About ON Semiconductor:
With its global logistics network and strong product portfolio, ON Semiconductor (Nasdaq: ONNN) is a preferred supplier of high performance, energy efficient, silicon solutions to customers in the power supply, automotive, communication, computer, consumer, medical, industrial, mobile phone, and military/aerospace markets. The company’s broad portfolio includes power, signal management, analog, DSP, advance logic, clock management and standard component devices. Global corporate headquarters are located in Phoenix, Arizona. The company operates 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.
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