FCS Fairchild Semiconductor International, Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d–100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 26)

Fairchild Semiconductor International, Inc.

(Name of Subject Company)

Falcon Operations Sub, Inc.

(Offeror)

ON Semiconductor Corporation

(Parent of Offeror)

(Names of Filing Persons)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

303726103

(CUSIP Number of Class of Securities)

George H. Cave

ON Semiconductor Corporation

5005 E. McDowell Road

Phoenix, Arizona 85008

(602) 244-6600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Eric McCrath

Lauren Bellerjeau

Morrison & Foerster LLP

425 Market Street

San Francisco, CA 94105

(415) 268-6000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer.   x

This Amendment No. 26 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on December 4, 2015 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the tender offer by Falcon Operations Sub, Inc., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of ON Semiconductor Corporation, a Delaware corporation (“Parent”), for all of the outstanding shares of common stock, par value $.01 per share (“Shares”), of Fairchild Semiconductor International, Inc., a Delaware corporation (“Fairchild”), at a price of $20.00 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated December 4, 2015 (together with any subsequent amendments and supplements thereto, the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO, which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

This Amendment is being filed to amend and supplement Items 1, 4, 11 and 12 as reflected below.

Items 1 through 11.

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

The information set forth in Section 16 — “Certain Legal Matters; Regulatory Approvals — Other Foreign Competition Law Filings. ” of the Offer to Purchase is hereby amended and supplemented to add the following at the end of such section:

On September 16, 2016, Parent received confirmation that clearance related to the completion of its proposed acquisition of Fairchild from the Ministry of Commerce in the PRC had been obtained and that ON Semiconductor was entitled to close the Offer under PRC law. Accordingly, all applicable regulatory approvals in connection with the Offer have been received.

Items 1 through 11 of the Schedule TO are hereby amended and supplemented as follows:

The Offer and the withdrawal rights expired as scheduled one minute following 11:59 p.m., New York City time, on September 16, 2016 and was not extended. The Depositary has advised Parent that, as of that time, approximately 87,979,761 Shares (not including 7,327,977 Shares tendered by notice of guaranteed delivery for which Shares have not yet been delivered) had been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 76.6% of the outstanding Shares. Accordingly, the number of Shares tendered pursuant to the Offer satisfied the Minimum Condition (as defined in the Offer to Purchase).

All conditions to the Offer having been satisfied, on September 19, 2016, Purchaser accepted for payment, and paid for, all Shares that were validly tendered into and not validly withdrawn from the Offer.

In addition, as the final step of the acquisition process, immediately following the payment for the tendered shares on September 19, 2016, Purchaser, Parent and Fairchild effected the Merger under Section 251(h) of the DGCL, pursuant to which Purchaser was merged with and into Fairchild, with Fairchild continuing as the surviving corporation. At the Effective Time, each Share then issued and outstanding was cancelled and automatically converted into the right to receive an amount in cash equal to $20.00 per Share without interest, less any applicable withholding taxes, other than (i) Shares held by Fairchild as treasury stock (or by any wholly owned subsidiary thereof) or held by Parent or Purchaser (or by any wholly owned subsidiary of Parent) or (ii) Shares owned by any stockholders who have properly exercised their appraisal rights under Section 262 of the DGCL in connection with the Merger. As a result of the Merger, Fairchild ceased to be a publicly traded company, became wholly owned by Parent and will no longer be listed on the NASDAQ.

The press release announcing the receipt of the PRC Approval and the expiration and results of the Offer is attached hereto as Exhibit (a)(5)(AA).

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented as follows:

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 19, 2016

*Previously filed.

Fairchild Semiconductor (NASDAQ:FCS)
Gráfica de Acción Histórica
De May 2024 a Jun 2024

Fairchild Semiconductor (NASDAQ:FCS)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024