MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • January 20th, 2010 • California Micro Devices Corp • Electronic components & accessories • Delaware
WHEREAS, on December 14, 2009, California Micro Devices Corporation (“CAMD” or the “Company”) and ON Semiconductor Corporation (“ONNN”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which CAMD would be acquired by ONNN in a cash transaction by means of an all-cash tender offer (the “Tender Offer”) and second-step merger valued at approximately $108 million (together, the “Proposed Transaction”). Under the terms of the Merger Agreement, ONNN has commenced the Tender Offer to purchase all of the outstanding shares of CAMD’s common stock for $4.70 per share in cash. The closing of the Tender Offer is subject to customary conditions, including the tender of a number of shares that constitutes at least a majority of CAMD’s outstanding shares of common stock on a fully diluted basis. The Tender Offer commenced during the week of December 28, 2009, and will run for and expire after 20 business days assuming at least a majority of CAMD’s shares (determined o
