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On Semi's Fairchild offer might have been trumped
Fairchild Semiconductor's board of directors has determined that a revised unsolicited proposal received on December 28, 2015 would reasonably be expected to result in a "Superior Proposal" next to the offer from ON Semi.
The offer from China Resources Microelectronics Limited and Hua Capital Management to acquire Fairchild for USD 21.70 per share in cash would reasonably be expected to result in a "Superior Proposal" as defined in the company's agreement and plan of merger with ON Semiconductor.
The company noted that the board's determination will allow Fairchild to take certain actions, in accordance with the procedures set forth in the agreement with ON Semiconductor, to further consider the revised proposal, including engaging in discussions with China Resources and Hua Capital.
As previously reported, Fairchild entered into an agreement and plan of merger with ON Semiconductor back in November, under which a wholly owned subsidiary of ON Semiconductor agreed to acquire all of the outstanding shares of Fairchild common stock for USD 20.00 per share in cash.
What will happen now is that Fairchild – which still has not changed its recommendation in support of the ON Semi agreement – will try to determine if the revised proposal from China Resources and Hua Capital in fact is a superior proposal.
