AMI Semiconductor, the largest private employer in Pocatello, announced this morning that it had been sold to ON Semiconductor of Phoenix, Arizona. While it's not clear immediately what the financial impact of this deal will be, it could have huge ramifications for Pocatello.

Leave your comments about this breaking news and let us know what you think!
-Kate

Phoenix, AZ and Pocatello, ID – December 13, 2007 – ON Semiconductor Corporation (NASDAQ: ONNN) and AMIS Holdings, Inc. (NASDAQ: AMIS), parent company of AMI Semiconductor, today announced the signing of a definitive merger agreement providing for the acquisition of AMIS by ON Semiconductor in an all-stock transaction with an equity value of approximately $915 million.

"The acquisition of AMIS furthers the transformation of ON Semiconductor into an analog and power solutions leader with enhanced scale, higher value and higher margin products, deep customer relationships and an expanded addressable market,” said Keith Jackson, ON Semiconductor president and CEO.  “Combining ON Semiconductor’s leading standard products and advanced manufacturing infrastructure with AMIS’s growing standard products business and substantial custom product portfolio will enable the combined company to more comprehensively address our customers’ needs.”

“AMIS will immediately contribute exciting new products and capabilities in the medical and military/aerospace markets and will complement our existing automotive and industrial businesses,” Jackson said.  “Over time, we plan to leverage the advanced sub-micron capabilities of our Gresham, Oregon, fabrication facility to achieve operational synergies and extend AMIS’s high voltage and low power offerings”.

“This transaction represents a compelling opportunity for AMIS employees, customers and shareholders by combining the outstanding manufacturing excellence of ON Semiconductor with the world class mixed-signal design talent of AMIS,” stated Christine King, CEO of AMIS.  “We believe AMIS shareholders will not only benefit from the initial premium represented by the purchase price, but also from a significant post-merger ownership in a combined ON Semiconductor/AMIS company that is expected to have enhanced growth, cash flow and profitability prospects.“

“Through the combination, our employees will have access to a more complete technology roadmap and capabilities as well as the opportunity to serve our customers with a wider array of products; either custom or standard,” added King.

Transaction Details

Under the terms of the agreement, which has been approved by both boards of directors, AMIS shareholders will receive 1.150 shares of ON Semiconductor common stock for each share of AMIS common stock they own.  Based on the closing stock price of ON Semiconductor on December 12, 2007, this represents a value to AMIS shareholders of approximately $10.14 per share.  Upon completion of the transaction, ON Semiconductor will issue approximately 104 million shares of common stock on a fully diluted basis to complete the transaction.  ON Semiconductor and AMIS stockholders will own approximately 74 percent and 26 percent, respectively, of the combined company.

The transaction is subject to the approval of shareholders from both companies as well as customary closing conditions and regulatory approvals.  Stockholders holding approximately 24 percent of the voting stock of AMIS have entered into voting agreements in support of the transaction.  The companies expect the transaction to close in the first half of 2008.  Upon closing, ON Semiconductor may record a one-time charge for purchased in-process research and development expenses and other deal related costs.  The amount of that charge, if any, has not yet been determined.    

“In addition to the strategic benefits, the acquisition provides compelling financial opportunities,” said Donald Colvin, ON Semiconductor executive vice president, CFO and treasurer.  “We have identified significant operational and manufacturing cost synergies, up to $50 million in pre tax savings in 2009 that may be achieved through the integration of AMIS and rationalization of our combined infrastructure.  We expect to begin to realize these synergies within two quarters of closing the transaction.  With these cost savings, and excluding the impact of amortization expense, we expect the acquisition will be accretive to our earnings per share exiting 2008.  The combined company would also have latest twelve months cumulative revenues of greater than $2 billion and latest twelve months cumulative EBITDA of greater than $500 million.  We believe the strong EBITDA of the combined company, along with the rationalization of our capital expenditures and utilization of our tax losses will enable the combined company to generate significant cash flow for our shareholders.  We have also identified potential revenue synergies that, while we are not counting on them to make this acquisition accretive, provide exciting opportunities for further enhancing our combined revenue growth.” 

ON Semiconductor President and CEO Keith Jackson will serve as president and CEO of the combined company.  Corporate headquarters will remain in Phoenix, Arizona, with a significant presence maintained in Pocatello, Idaho, Belgium and various other locations worldwide.  ON Semiconductor non-executive Chairman J. Daniel McCranie will continue as non-executive chairman of the Board of Directors of the combined company, which will be expanded to eight members with the addition of Christine King, CEO of AMIS.

Shares of the combined company will trade on the NASDAQ Global Exchange under the symbol “ONNN.”  Credit Suisse Securities (USA) LLC acted as exclusive financial advisor and DLA Piper US LLP acted as legal counsel to ON Semiconductor and Goldman, Sachs & Co. acted as exclusive financial advisor and Davis Polk & Wardwell acted as legal counsel to AMIS.

ON Semiconductor Stock Repurchase Program

ON Semiconductor also announced today that, in connection with this transaction, its Board of Directors has increased its share repurchase authorization from 30 million shares to 50 million shares.  This repurchase program is an increase to ON Semiconductor’s existing stock repurchase program and is expected to commence as soon as practicable given the conditions imposed by the transaction.

“We continue our commitment to shareholder value,” said Colvin.  “In connection with, and consideration of, this transaction and the expected cash follow generation of the combined company, our Board of Directors has increased our share repurchase authorization to 50 million shares.  We are now authorized, over the next three years, to repurchase approximately 50 percent of the shares we will issue in this transaction.” 

Teleconference and Webcast Information

ON Semiconductor and AMIS Holdings will host a conference call for the financial community at 8:30 a.m. Eastern Time (EST) today to discuss this announcement. The companies will also provide a real-time audio broadcast of the teleconference on the Investor Relations page of their websites at http://www.onsemi.com and http://www.amis.com. The webcast replay will be available at this site approximately one hour following the live broadcast and will continue to be available for approximately 30 days following the conference call. Investors and interested parties can also access the conference call through a telephone call by dialing (703) 639-1419. A dial-in replay of this call will be available approximately one hour following the live broadcast and will continue through approximately December 20, 2007. The dial-in replay number is (703) 925-2533 and the access code is 1178314.

About ON Semiconductor

With its global logistics network and strong portfolio of power semiconductor devices, ON Semiconductor (NASDAQ: ONNN) is a preferred supplier of power solutions to engineers, purchasing professionals, distributors and contract manufacturers in the power supply, computer, cell phone, portable devices, automotive and industrial markets. For more information, please visit ON Semiconductor's website at http://www.onsemi.com.

About AMI Semiconductor

AMI Semiconductor (AMIS) is a leader in the design and manufacture of silicon solutions for the real world. As a widely recognized innovator in state-of-the-art mixed-signal and digital products, AMIS is committed to providing customers in the automotive, medical, industrial, mil/aero, and communication markets with the optimal value, quickest time-to-market semiconductor solutions. AMI Semiconductor operates globally with headquarters in Pocatello, Idaho, European corporate offices in Oudenaarde, Belgium, and a network of sales and design centers located in the key markets of the North America, Europe and the Asia Pacific region. For more information, please visit the AMIS Web site at www.amis.com.

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements related to the benefits of the proposed transaction between ON Semiconductor Corporation (“ON”) and AMIS Holdings, Inc. (“AMIS”) and the future financial performance of ON. These forward-looking statements are based on information available to ON and AMIS as of the date of this release and current expectations, forecasts and assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond ON’s or AMIS’ control. In particular, such risks and uncertainties include difficulties encountered in integrating merged businesses; the risk that the transaction does not close, including the risk that the requisite stockholder and regulatory approvals may not be obtained; the variable demand and the aggressive pricing environment for semiconductor products; dependence on each company’s ability to successfully manufacture in increasing volumes on a cost-effective basis and with acceptable quality its current products; the adverse impact of competitive product announcements; revenues and operating performance, changes in overall economic conditions, the cyclical nature of the semiconductor industry, changes in demand for our products, changes in inventories at customers and distributors, technological and product development risks, availability of raw materials, competitors' actions, pricing and gross margin pressures, loss of key customers, order cancellations or reduced bookings, changes in manufacturing yields, control of costs and expenses, significant litigation, risks associated with acquisitions and dispositions, risks associated with leverage and restrictive covenants in debt agreements, risks associated with international operations, 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), 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’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2007, Quarterly Reports on Form 10-Q Current Reports on Form 8-K and other of ON’s SEC filings, and AMIS’ Annual Report on Form 10-K as filed with the SEC on February 28, 2007, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other of AMIS’ SEC filings. These forward-looking statements should not be relied upon as representing ON’s or AMIS’ views as of any subsequent date and neither undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
 
This communication is being made in respect of the proposed transaction involving ON and AMIS. In connection with the proposed transaction, ON plans to file with the SEC a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of ON and AMIS plan to file with the SEC other documents regarding the proposed transaction. The definitive Joint Proxy Statement/ Prospectus will be mailed to stockholders of ON and AMIS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by ON and AMIS through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC from ON by directing a request to ON Semiconductor Corporation, 5005 East McDowell Road, Phoenix, AZ, 85008, Attention: Investor Relations (telephone: (602) 244-3437) or going to ON’s corporate website at www.onsemi.com, or from AMIS by directing a request to AMIS Holdings, Inc., 2300 Buckskin Road Pocatello, ID, 83201, Attention: Investor Relations (telephone: 208-233-4690) or going to AMIS’ corporate website at www.amis.com.

ON and AMIS, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding ON’s directors and executive officers is contained in its annual proxy statement filed with the SEC on April 11, 2007. Information regarding AMIS’ directors and executive officers is contained in AMIS’ annual proxy statement filed with the SEC on May 24, 2007. Additional information regarding the interests of such potential participants will be included in the Joint Proxy Statement/Prospectus and the other relevant documents filed with the SEC (when available).

So, more exciting stuff at TheJHub.com, eh? If you missed it, our first print edition ran Sunday (a page in the Variety section of the Idaho State Journal), and they'll continue to run each week. The feature content submitted by you guys, so don't be suprised if I contact you asking to use something you've written.
This weekend is Oktoberfest at Portneuf Valley Brewing, which TheJHub.com is proud to be sponsoring. There's still time to win free tickets - and, just for you blog readers, all you have to do to enter is comment on this post. I'll choose nine winners at the beginning of the day tomorrow.
In other exciting news, the huge success of our first photo contest has inspired us to launch monthly photo contest. Look for the first of them starting Oct. 1 (I'm taking theme suggestions, by the way, so if you've got one throw it out there).
I love to see the group here growing every day. The coolest part is, we've got people from all walks of life on here. It's great to read different perspectives and get to know other people. It'll only get better as TheJHub.com continues to grow, so spread the word to everyone you know.

In non-JHUB related news, I'm amped up for the start of fall. Even if it is a little chilly, I love the turning leaves, the harvest season, the anticipation of the holidays, and the candy of Halloween. I'm really hoping we get trick-or-treaters at our house this year. I've never really gotten to hand out candy before, so I'm keeping my fingers crossed. Toward the end of the month I'm taking a weekend trip to my hometown, Spokane, to do our yearly apple-picking with my family. It's been a favorite tradition of mine since I was really little, so I'm looking forward to it.

Speaking of traditions, I have a favor to ask you all: My family is coming to spend Thanksgiving with me in Pocatello this year. I'm thrilled to have them, but the fact that they're coming here means they're missing out on some other day-after-Thanksgiving traditions (dim sum in Chinatown in San Francisco, shopping at Riverfront Park in downtown Spokane). So here's my question - what, in your opinion, is the best thing to do in Pocatello on the day after Thanksgiving? I'm looking for all kinds of ideas, so let me know what you've got.

Sorry I haven't blogged in so long - it's been kind of crazy around here. In addition to all sorts of new things going on at TheJHub (which I'll get to in a second), I've also been working on video for the Journal's regular site, www.idahostatejournal.com. Check out the new video player in the lower left of the main page there - it features video content by yours truly. :)

As for TheJHub - well, all sorts of craziness is going on here. In case you hadn't noticed, we've passed 100 users! And it's my goal to have 500 public profiles on here by the end of the year. So help me out to make this community as exciting as possible - tell your friends, you coworkers, your family, and anyone else you can think of about TheJHub.com. If you want bookmarks to hand out, stop by the Journal offices and ask for me - I'd love to hand you a stack of 'em.

Our photo contest is still going on, too - entries close this Saturday - so be sure to get your photos up if you haven't yet. There aren't too many entries so far, so you've got a great shot at winning that $50 prize.

In other exciting news, as you can see on TheJHub.com's main page, we're going to start published a one-page JHub section in the Journal every Sunday, starting Sept. 23. This means that your articles, blog posts, photos, etc., will have the chance to shine in print once a week. I'll be letting you know if I'd like to use your posts, so be sure to get those great articles/blogs/photos/comments up so you can make your print debut. :)

Finally - and this is what I'm really excited about - I'm thrilled to announce that TheJHub.com is helping to sponsor Oktoberfest, Sept. 29 at Portneuf Valley Brewing. This annual event benefits the ski patrol, and features live music and tons of great food - and, of course, good brews. But here's the really great part for you: Oktoberfest usually costs $5-7, but since we're sponsors I've got a bunch of pairs of tickets to give away. I'll announce this on the main part of the site next week, but those of you loyal blog readers get head start: we're have a little essay contest to win some of these tickets. Write up your own ski experiences - it can be anything from a paragraph to a short novel - in an article or a blog, and we'll enter your name in a drawing for these tickets. I have 9 pairs to give away, so there's lots of opportunity to win.

Whew - told you there was a lot of news. Let me know if you have question/comments/concerns/random thoughts. It's so great to see you all on TheJHub.com!

Kate

This past Sunday, Aug. 26, was what we call the "hard launch" of TheJHub. That doesn't mean a whole lot, except that we're amping up our promotion of the site, including articles in the paper, lots of local appearances, and a special concert sponsorship that I'm excited to announce in a few weeks.

TheJHub.com community is growing, and that's exciting. What's even more exciting to me, though, is how I see people using the site - from posting upcoming events to getting a conversation going about Senator Craig's arrest. I'd love to see even more of that going on - good debate is the foundation of democracy, after all.

Our philosophy around here is, as they say, 'the more the merrier.' Get your friends on The JHub, strike up some conversations - maybe even meet a few new people. Know someone who needs some convincing? Give 'em my e-mail address. I can be very persuasive.

Let me know, too, if I can do anything to encourage you to use the site even more. Feel free to leave a comment here, or e-mail me (kcarpenter@journalnet.com).

...and posting on TheJHub is free.

I've been so excited to see so many new articles and blogs posted by JHub users - whether they make me laugh or think, I love reading your perspectives.
Don't be afraid to offer your opinions, start a conversation, or ask questions. Getting people talking around here is one of my favorite things to do.

Speaking of my favorite things to do, I've also been hanging out at local coffee shops, talking to people about TheJHub. You might have seen me last week at Mocha Madness (bright and early!). This week, I'll be at College Market on Monday from 1 to 3 p.m., and at Red Hot Roasters on Thursday from 8 to 10 a.m. Come by and say hi, or send friends who are curious about TheJHub.com.

In other exciting news, you should have started seeing our commercials on local channels this week, and our ads in the newspaper starting today. We also have some goodies on their way that I'll be handing out around town soon, so be on the lookout for those.

In the meantime, I'd love to hear from you. Let me know if you have questions or ideas on how to improve the site - or if you have friends who need a little convincing about The JHub.com. I can be very persuasive.

TheJHub.com is gaining new profiles all the time. I don't know about you, but I get excited every time I see someone new. We're working on getting the word out and setting up times to meet people and help them sign up for profiles. Watch for announcements about the first "JHub Live" events in a few days.

In the meantime, I'm enjoying exploring Pocatello. Handing out JHub fliers gives me a good excuse to make my way out to local events and explore town a little. Friday, I headed down to art walk in Old Town with a stack of fliers in hand. I was a little disappointed not to see a lot of people at the event, especially because there was so much going on. I saw this incredible silk painter at one shop, and I fell in love with a consignment/antique store a little farther down the street (sorry, I can't remember their names - if anyone knows which stores I'm talking about, feel free to leave a comment). I ended up picking up some vases, a lamp and this amazingly kitschy, plastic purse.

Which leads me to this question: which places in Poky would you recommend to a newcomer who wants to find the coolest places in town?

The JHub is rolling along. I've been so excited to watch - and be part of - all the changes to the site this week. I'm loving the way The JHub is looking, and I hope you are, too. We're still working out some funny kinks here and there, but we're miles closer to where we want to be.

I'm working on a list of places to have live meet 'n' greet events - times when people can ask questions about The JHub, get help setting up profiles, and just hang out with us while we talk about local goings-on.

I'm also going to start heading out this week and next, armed with a stack of JHub fliers, to tell everyone I can find about the site. If you see me around town, please stop and say hello - and grab a few fliers to give your friends.

Speaking of friends, we'd love it if you started bringing yours by the JHub - you can click on the "invite friends" button under "mystuff," or just tell people you think would be fans of the JHub. It's definitely the more, the merrier around here.

I'm so glad you're here. I've finally arrived in Pocatello, gotten settled in, and I can't wait to start hearing your stories and meeting you.
The JHub offers some really cool opportunities. You can blog about everything from politics to your cat Petunia, let everyone know about events in Southeastern Idaho, and include video or music. You can also write articles on pretty much anything your heart desires - tell us how your camping trip went this weekend, what you thought of last night's YouTube/CNN debate, or publish the great chicken recipe you used last night so that others can enjoy it.
Feel free to explore, and if you have any questions, e-mail me at kcarpenter@journalnet.com -- or just send me a message through my profile. The JHub is very user friendly, and it's just waiting for you to make it yours.
Be sure to tell your friends, family and co-workers about The JHub, too. We plan on making this the go-to place for life in Southeastern Idaho, so we want to get everyone involved.

P.S. If you see me around town talking to people about The JHub, feel free to introduce yourself. I love to meet my online friends in person!

There's no denying that Live Earth is a remarkable event - 8 concerts across the world, 24 hours, and some huge musical names involved, not to mention the ever-present Al Gore as its spokesman. (You can check out more details about LIve Earth at its web site.)
It's also exciting to think about the prospect of the world coming together, raising awareness about protecting the earth and reducing our global footprint in such a massive event. Who knows? Maybe some fans of The Police will tune in, looking for a good show, and be inspired to dramatically change their lifestyles.
Or maybe not.
My fear is that, remarkable though this event might be, Gore and concert producer Kevin Wall will just be preaching to the choir. Yes, it's easier to get the world to pay attention to a bunch of musicians than to a former vice president in front of a slide show. But will anyone not already concerned about the climate crisis hear the message past the music? Maybe, maybe not. Maybe, as Gore said in a recent interview, the concert will provide a "tipping point," where the majority of people "make this cause their own" and dramatically affect the political sphere. But here's hoping that, instead of turning on the TV Saturday and sitting in an air-conditioned home to watch Alicia Keys, at least a few Americans consider the cause behind the concert, turn it off, and take an active role in helping the environment. Plant some trees. Turn off the electricity and enjoy the weather. Pick up trash in the neighborhood. We're already passive enough about environmental change - let's not just watch a concert and hope everything works itself out.