Engagement History
onsemi
first approached Allegro regarding a potential all-cash acquisition on September 2, 2024, via a formal letter with an initial all-cash $34.50 per share proposal. A follow-up letter was sent December 10, 2024, reaffirming onsemi’s desire to transact and gain access to find a pathway to diligence. Subsequently, onsemi made another attempt towards constructive
engagement, most recently submitting a letter on February 12, 2025, improving its all-cash proposal to $35.10 per share, while also highlighting its numerous efforts to meaningfully engage with Allegro.
onsemi’s request since September 2, 2024, has been consistent: to advance the possibility of this valuable outcome for shareholders through rigorous management-to-management dialogue and pursuing the requisite diligence and scoping of regulatory requirements in order to expeditiously move towards finalization of a
transaction.
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Forward-Looking Statements
This document contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. All statements other than
statements of historical fact are forward-looking statements, including, without limitation, statements regarding onsemi’s current expectations, estimates, and projections about its industry, its business, or the proposed transaction with
Allegro MicroSystems, Inc. (“Allegro”). We caution investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in,
or implied by, such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements.
Among the risks and
uncertainties that could cause actual results or events to differ materially from those indicated by such forward-looking statements are the following: (1) the risk that the proposed transaction may not be consummated or may not be consummated
in the expected timeframe, including the possibility that the parties may not reach a definitive agreement or satisfy closing conditions (such as regulatory or shareholder approvals); (2) the risk that the transaction could be less accretive than
expected, or even dilutive, to onsemi’s earnings per share, and that anticipated cost synergies, revenue enhancements, or other expected benefits may not be fully realized or may take longer to materialize than anticipated; (3) the
possibility that onsemi will incur significant transaction-related and other costs in connection with the proposed transaction, which may exceed current estimates, including unforeseen expenses or liabilities; (4) the risk that onsemi may fail
to realize the expected benefits from the proposed transaction, including difficulties or delays in integrating the acquired business or operations that could result in additional costs, liabilities, or disruptions to current operations;
(5) the risk that any announcements relating to, or the completion of, the proposed transaction could have adverse effects on the market price of onsemi’s stock, whether due to the transaction itself or general market volatility;
(6) the risk of unforeseen liabilities or future capital expenditures arising out of the transaction; (7) adverse changes in global or regional economic, financial, political, or regulatory conditions—including geopolitical tensions,
public health crises, or supply chain disruptions—that may negatively impact onsemi’s or Allegro’s operations; (8) challenges related to the execution of onsemi’s business strategy, including risks associated with research
and development, product demand, and competitive pressures; (9) the risk that key personnel may depart or that onsemi may encounter difficulties in recruiting critical employees; (10) the possibility that any governmental or regulatory
entity may delay, restrict, or impose adverse conditions on the proposed transaction; (11) the potential for litigation, regulatory investigations, or other legal proceedings that could incur significant costs, liabilities, or delays; and
(12) other risks and uncertainties detailed in onsemi’s filings with the Securities and Exchange Commission (the “SEC”), including in Part I, Item 1A, “Risk Factors,” of onsemi’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (filed with the SEC on February 10, 2025), and any subsequently filed Quarterly Reports on Form 10-Q or Current
Reports on Form 8-K, and in other documents that onsemi may file from time to time with the SEC. Should one or more of these risks or uncertainties materialize, or should any underlying assumptions prove
incorrect, actual results may differ materially from those expressed or implied by these forward-looking statements. onsemi undertakes no obligation to update or revise any forward-looking statements, except as required by law, and readers are
cautioned not to place undue reliance on them, which speak only as of the date of this document.
