FCS Fairchild Semiconductor International, Inc. (MM)

As previously disclosed, on November 18, 2015, Fairchild entered into an Agreement and Plan of Merger (the “Merger Agreement”), with ON Semiconductor Corporation, a Delaware corporation (“ON Semiconductor”), and Falcon Operations Sub, Inc., a Delaware corporation and a wholly owned subsidiary of ON Semiconductor (“Merger Sub” or “Purchaser”). Pursuant to the Merger Agreement, on December 4, 2015, Merger Sub commenced a tender offer to purchase any and all of the outstanding shares of common stock, par value $.01 per share, of Fairchild (the “Shares”), at a price of $20.00 per Share (the “Offer Price”), net to the seller in cash, without interest, less any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 4, 2015 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal,” and together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, the “Offer”), filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Schedule TO originally filed with the U.S. Securities and Exchange Commission (the “SEC”) by ON Semiconductor on December 4, 2015.

The Offer and related withdrawal rights expired one minute following 11:59 p.m., New York City time, on September 16, 2016. Computershare Trust Company, N.A., in its capacity as depositary and paying agent for the Offer (the “Depositary”), has advised ON Semiconductor and Merger Sub that a total of 87,979,761 Shares were validly tendered and not validly withdrawn pursuant to the Offer as of the Expiration Date (as defined in the Offer), representing approximately 76.6% of the outstanding Shares. In addition, notices of guaranteed delivery have been delivered for 7,327,977 Shares, representing approximately 6.4% of the outstanding Shares. All conditions to the Offer having been satisfied, on September 19, 2016, Merger Sub accepted for payment all Shares validly tendered and not validly withdrawn prior to the Expiration Date, and payment of the Offer Price for such Shares will be made by the depositary.

On September 19, 2016 (the “Closing Date”), pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”), Merger Sub merged with and into Fairchild, with Fairchild continuing as the surviving corporation (the “Merger”). Upon completion of the Merger, Fairchild became a wholly owned subsidiary of ON Semiconductor. Pursuant to the Merger Agreement, each Share outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held by Fairchild as treasury stock (or by any wholly owned subsidiary of Fairchild) or held by Parent or Purchaser (or by any wholly owned subsidiary of Parent) or Shares owned by any stockholders who have properly exercised their appraisal rights under Section 262 of the DGCL in connection with the Merger) was canceled and automatically converted at the Effective Time into the right to receive an amount in cash equal to the Offer Price, without interest (the “Merger Consideration”).

In addition, each option to purchase Shares that was outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, became fully vested (to the extent unvested) and was converted at the Effective Time into the right to receive an amount in cash equal to the product obtained by multiplying (a) the excess, if any, of the Merger Consideration over the exercise price per Share of such stock option by (b) the total number of Shares subject to such stock option, less any applicable withholding taxes. Each restricted stock unit award in respect of Shares that was outstanding immediately prior to the Effective Time became fully vested (to the extent unvested) and was converted at the Effective Time into the right to receive an amount in cash equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the total number of Shares subject to such restricted stock unit award, less any applicable withholding taxes. Each performance unit award in respect of Shares that was outstanding immediately prior to the Effective Time became fully vested (to the extent unvested) and was converted at the Effective Time into the right to receive an amount in cash equal to the product obtained by multiplying (x) the Merger Consideration by (y) the total number of shares subject to such performance unit award, less any applicable withholding taxes. Each deferred stock unit award in respect of Shares that was outstanding immediately prior to the

Effective Time became fully vested (to the extent unvested) and was converted at the Effective Time into the right to receive an amount in cash equal to the product obtained by multiplying (x) the Merger Consideration by (y) the total number of shares subject to such deferred stock unit award, less any applicable withholding taxes.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.