onsemi Recommends Stockholders Reject Below-Market Mini-Tender Offer by TRC Capital Investment Corporation
02 Abril 2024 - 5:15PM
Business Wire
ON Semiconductor Corporation (Nasdaq: ON) (“onsemi”) disclosed
today that it has received notice of an unsolicited mini-tender
offer by TRC Capital Investment Corporation, an Ontario corporation
(“TRC Capital Investment”). onsemi is not affiliated or associated
in any way with TRC Capital Investment, its mini-tender offer or
its offer documentation.
The offer is for the purchase of up to 1.5 million shares of
onsemi’s common stock at a price of $70.75 per share, approximately
4.4% lower than the $74.04 closing share price of onsemi’s common
stock on March 19, 2024, the trading day immediately prior to the
date of the offer. The offer represents approximately 0.35% of the
shares of onsemi’s common stock outstanding as of the March 20,
2024 offer date.
onsemi urges investors to obtain current market quotations for
their shares, to consult with their broker or financial advisor,
and to exercise caution with respect to TRC Capital Investment’s
offer. onsemi recommends that stockholders who have not responded
to TRC Capital Investment’s offer take no action. Stockholders who
have already tendered their shares may withdraw them at any time
prior to the expiration of the offer, in accordance with TRC
Capital Investment’s offer documentation. The offer is currently
scheduled to expire at 12:01 a.m. EDT on April 19, 2024. TRC
Capital Investment may extend the offering period at its
discretion.
onsemi encourages brokers and dealers, as well as other market
participants, to review the U.S. Securities and Exchange
Commission’s (“SEC”) letter regarding broker-dealer mini-tender
offer dissemination and disclosure at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm. The SEC
has cautioned investors that some bidders making mini-tender offers
at below-market prices are “hoping that they will catch investors
off guard if the investors do not compare the offer price to the
current market price.”
TRC Capital Investment has made many similar mini-tender offers
for shares of other companies. Mini-tender offers seek to acquire
less than 5% of a company’s shares outstanding, thereby avoiding
many disclosure and procedural requirements of the SEC that apply
to offers for more than 5% of a company’s shares outstanding. As a
result, mini-tender offers do not provide investors with the same
level of protections as provided for larger tender offers under
U.S. securities laws.
onsemi requests that a copy of this news release be included
with all distributions of materials relating to TRC Capital
Investment’s mini-tender offer related to shares of onsemi’s common
stock.
About onsemi
onsemi (Nasdaq: ON) is driving disruptive innovations to
help build a better future. With a focus on automotive and
industrial end-markets, the company is accelerating change in
megatrends such as vehicle electrification and safety, sustainable
energy grids, industrial automation, and 5G and cloud
infrastructure. onsemi offers a highly differentiated and
innovative product portfolio, delivering intelligent power and
sensing technologies that solve the world’s most complex challenges
and leads the way to creating a safer, cleaner and smarter world.
onsemi is recognized as a Fortune 500® company and included
in the Nasdaq-100 Index® and S&P 500® index. Learn more about
onsemi at www.onsemi.com.
onsemi and the onsemi logo are 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240402355860/en/
Krystal Heaton Director, Head of Public Relations onsemi
(480) 242-6943 Krystal.Heaton@onsemi.com
Parag Agarwal Vice President, Investor Relations &
Corporate Development onsemi (602) 244-3437 investor@onsemi.com
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