SCOTTSDALE, Arizona, April 02, 2024—(BUSINESS WIRE)–ON Semiconductor Corporation (Nasdaq: ON) (“onsemi”) disclosed today that it has received notice of an unsolicited tender offer from TRC Capital Investment Corporation, an Ontario corporation (“TRC Capital Investment” ). onsemi is not affiliated or associated in any way with TRC Capital Investment, its mini-tender offer or the offer documentation.
The offer is to purchase up to 1.5 million shares of onsemi common stock at a price of $70.75 per share, approximately 4.4% below onsemi’s closing stock price of $74.04 on March 19, 2024 ., the trading day immediately preceding the offer date. The offering represents approximately 0.35% of the shares of onsemi common stock outstanding as of the offering date of March 20, 2024.
onsemi urges investors to obtain current market quotations for their shares, consult their broker or financial advisor and exercise caution regarding the TRC Capital Investment offer. onsemi recommends that shareholders who have not responded to TRC Capital Investment’s offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to the expiry of the offer, in accordance with TRC Capital Investment’s offer documentation. The offering is currently scheduled to expire at 12:01 a.m. EDT on April 19, 2024. TRC Capital Investment may extend the offering period at its discretion.
onsemi encourages brokers and dealers, as well as other market participants, to review the U.S. Securities and Exchange Commission’s (“SEC”) letter regarding the distribution and disclosure of broker-dealer mini-auction offers at www.sec.gov /divisions/marketreg/minitenders /sia072401.htm. The SEC warned investors that some bidders making mini-auction offers at below-market prices “hope to catch investors off guard if investors do not compare the offer price to the current market price.”
TRC Capital Investment has made many similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire less than 5% of a company’s outstanding stock, thereby avoiding many of the SEC’s disclosure and procedural requirements that apply to offers for more than 5% of a company’s stock in circulation. As a result, small tender offers do not provide investors with the same level of protection as is provided for larger tender offers under the US securities laws.
onsemi requests that a copy of this news release be included in all materials distributed in connection with TRC Capital Investment’s mini-tender offering of shares of onsemi common stock.
About onsemi
all of them (Nasdaq: ON) drives disruptive innovation to help build a better future. With a focus on automotive and industrial end markets, the company accelerates change in megatrends such as vehicle electrification and safety, sustainable energy grids, industrial automation and 5G and cloud infrastructure. all of them offers a highly differentiated and innovative product portfolio, delivering smart power and sensing technologies that solve the world’s most complex challenges and lead the way to creating a safer, cleaner and smarter world. all of them is recognized as a Fortune 500® company and is included in the Nasdaq-100 index® and the S&P 500® index. Learn more about all of them at www.onsemi.com.
onsemi and the onsemi logo are trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective owners.
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