ON Semiconductor Announces Redemption of Its Zero Coupon Convertible Senior Subordinated Notes Due 2024
March 12 2012 - 4:10PM
Business Wire
ON Semiconductor Corporation (Nasdaq: ONNN) today announced that
it is exercising its option to redeem all remaining outstanding
Zero Coupon Convertible Senior Subordinated Notes due 2024, Series
B (CUSIP No. 682189AE5) (the "Notes") amounting to an aggregate
principal amount of $96,235,000. The redemption date will be on
April 16, 2012. ON Semiconductor expects to fund the payment of
this redemption using available liquidity.
The redemption price is equal to $1,000 per $1,000 principal
amount of the Notes. Payment of the redemption price will be made
upon surrender of the Notes at the addresses provided by the
trustee of the Notes in the notice of redemption. A copy of the
notice of redemption may be obtained from Wells Fargo Bank,
National Association, as trustee and conversion agent by calling
1-800-344-5128.
The holders of the Notes have the right to convert their Notes
into shares of common stock of ON Semiconductor at a conversion
rate of 101.8849 shares per $1,000 principal amount of Notes until
the close of business on April 13, 2012. ON Semiconductor will
satisfy its conversion obligation with respect to each $1,000
principal amount of Notes tendered for conversion by delivering
cash equal to the sum of the daily conversion values, including
cash for any net share amount. The observation period will include
the 20 consecutive trading days beginning on and including the
third trading day after the delivery of a conversion notice to the
conversion agent. Holders who wish to convert their Notes must
comply with the procedures in the Notes.
“We are pleased to announce the exercise of ON Semiconductor’s
option to redeem approximately $96.2 million of the Zero Coupon
Convertible Senior Subordinated Notes,” said Donald Colvin, ON
Semiconductor executive vice president and CFO. “ON Semiconductor
began 2012 with its highest cash, cash equivalents and short-term
investments balance in its history at approximately $901.5 million.
With this redemption, ON Semiconductor will reduce its leverage and
will eliminate future potential share dilution associated with the
Notes. We remain committed to improving the capital structure of
the company and continue to examine opportunities to improve
shareholder value.”
About ON Semiconductor
ON Semiconductor (Nasdaq: ONNN) is a premier supplier of high
performance, silicon solutions for energy efficient
electronics. The company's broad portfolio of power and signal
management, logic, discrete and custom devices helps customers
effectively solve their design challenges in automotive,
communications, computing, consumer, industrial, LED lighting,
medical, military/aerospace and power applications. ON
Semiconductor operates a world-class, value-added supply chain
and 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.
ON Semiconductor and the ON Semiconductor logo are registered
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. Although the
company references its website in this news release, information on
the website is not to be incorporated herein.
This document contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical facts, included
or incorporated in this document could be deemed forward-looking
statements, particularly statements about the future financial
performance of ON Semiconductor. These forward-looking statements
are often characterized by the use of words such as “believes,”
“estimates,” “expects,” “projects,” “may,” “will,” “intends,”
“plans,” or “anticipates,” or by discussions of strategy, plans or
intentions. All forward-looking statements in this document are
made based on information available to us as of the date of this
release, our current expectations, forecasts and assumptions, and
involve risks, uncertainties and other factors that could cause
results or events to differ materially from those expressed in the
forward-looking statements. Among these factors are our revenues
and operating performance, poor economic conditions and markets
(including current credit and financial conditions), effects of
exchange rate fluctuations, the cyclical nature of the
semiconductor industry, changes in demand for our products, changes
in inventories at our customers and distributors, technological and
product development risks, enforcement and protection of our
intellectual property rights and related risks, availability of raw
materials, electricity, gas, water and other supply chain
uncertainties, our ability to effectively shift production to other
facilities in order to maintain supply continuity for our
customers, variable demand and the aggressive pricing environment
for semiconductor products, our ability to successfully manufacture
in increasing volumes on a cost-effective basis and with acceptable
quality for our current products, competitors’ actions including
the adverse impact of competitive product announcements, pricing
and gross profit pressures, loss of key customers, order
cancellations or reduced bookings, changes in manufacturing yields,
control of costs and expenses and realization of cost savings from
restructurings and synergies, significant litigation, risks
associated with decisions to expend cash reserves for various uses
such as debt prepayment or acquisitions rather than to retain such
cash for future needs, risks associated with acquisitions and
dispositions (including from integrating and consolidating, and
timely filing financial information with the Securities and
Exchange Commission for, recently acquired businesses, such as
SANYO Semiconductor, and difficulties encountered in accurately
predicting the future financial performance of recently acquired
businesses, such as SANYO Semiconductor), risks associated with our
substantial leverage and restrictive covenants in our debt
agreements from time to time, risks associated with our worldwide
operations including foreign employment and labor matters
associated with unions and collective bargaining arrangements as
well as man-made and/or natural disasters such as the flooding in
Thailand or the Japan earthquake and tsunami affecting our
operations and finances/financials, the threat or occurrence of
international armed conflict and terrorist activities both in the
United States and internationally, risks and costs associated with
increased and new regulation of corporate governance and disclosure
standards (including pursuant to Section 404 of the
Sarbanes-Oxley Act of 2002), risks related to new legal
requirements and risks involving environmental or other
governmental regulation. Information concerning additional factors
that could cause results to differ materially from those projected
in the forward-looking statements is contained in ON
Semiconductor’s Annual Report on Form 10-K for the period ended
December 31, 2011, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and other of our filings with the Securities and
Exchange Commission. If any of these trends, risks or uncertainties
actually occurs or continues, our business, financial condition or
operating results could be materially adversely affected, the
trading prices of our securities could decline, and investors could
lose all or part of their investment. Readers are cautioned not to
place undue reliance on forward-looking statements. These
forward-looking statements should not be relied upon as
representing our views as of any subsequent date and we do not
undertake any obligation to update forward-looking statements to
reflect events or circumstances after the date they were made.
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