CLEAN TEAM CONFIDENTIALITY AGREEMENTClean Team Confidentiality Agreement • December 4th, 2015 • On Semiconductor Corp • Semiconductors & related devices • Delaware
This CLEAN TEAM CONFIDENTIALITY AGREEMENT (the “Agreement”), is entered into this 26th day of October, 2015, between Fairchild Semiconductor, Inc. (the “Company”) and the undersigned counterparty (the “Bidder”) (individually, a “Party,” collectively, the “Parties”), in connection with a potential negotiated transaction between the Company and Bidder (the “Proposed Transaction”), as contemplated by the confidentiality agreement, dated September 14, 2015, between Company and Bidder (the “Confidentiality Agreement”), and the related due diligence, valuation, synergy and efficiency development as set forth herein. Capitalized terms used, but not defined, herein shall have the meanings given such terms in the Confidentiality Agreement.
ON Semiconductor Corporation Phoenix, Arizona 85008Confidentiality Agreement • December 4th, 2015 • On Semiconductor Corp • Semiconductors & related devices
Each of ON Semiconductor Corporation and Fairchild Semiconductor International, Inc. (each a “Party” and together, the “Parties”) have requested certain information from the other in connection with their mutual consideration of a potential negotiated transaction between the Parties (any such transaction, a “Transaction”). For purposes of this confidentiality agreement (this “Agreement”), each Party acknowledges that it may act as both a “Disclosing Party” (i.e., a Party disclosing information) and a “Recipient Party” (i.e., a Party receiving information) and it intends to be legally bound as both a Disclosing Party and Recipient Party, as applicable, by the terms set forth in this Agreement. This Agreement is entered into on and is effective as of the date first written above (the “Effective Date”).
Offer to Purchase for CashOffer to Purchase • December 4th, 2015 • On Semiconductor Corp • Semiconductors & related devices
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of November 18, 2015 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and Fairchild. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Fairchild (the “Merger”) as promptly as practicable and without a meeting of the stockholders of Fairchild in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with Fairchild surviving the Merger as a direct wholly owned subsidiary of Parent (the “Surviving Corporation”). In the Merger, each Share outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held by (i) Fairchild as treasury stock, or Parent, Fairchild or their respective wholly owned subsidiaries (including Purchaser)
