PHOENIX — (BUSINESS WIRE) — August 18, 2014 — ON Semiconductor (Nasdaq: ONNN), driving energy efficient innovations, today announced the completion of its acquisition of Aptina Imaging. The total consideration of approximately $400 million in cash for the acquisition of Aptina Imaging was funded by cash on the balance sheet and ON Semiconductor’s existing revolving line of credit.
“With a broad portfolio of products and industry-leading technological capabilities, ON Semiconductor is well positioned to provide the most competitive imaging solutions for a broad range of applications,” said Keith Jackson, president and CEO of ON Semiconductor. “The acquisition of Aptina Imaging is a step towards our stated strategic goal of expanding our presence in the automotive, industrial and smartphone end-markets. I am pleased to welcome the employees of Aptina Imaging to ON Semiconductor and I look forward to the opportunities that this transaction creates for our customers, investors and employees.”
ON Semiconductor expects to establish a new reporting segment, which will incorporate the financial results of the company’s consolidated sensor businesses, including the recent acquisitions of Aptina Imaging and Truesense Imaging, and ON Semiconductor’s existing optical, image and touch sensor businesses. The company expects to begin reporting financial results for the newly created segment from the third quarter of 2014.
Taner Ozcelik, has been named Senior Vice President of the Aptina image sensor business and will report to Keith Jackson, president and CEO of ON Semiconductor. Mr. Ozcelik joins the company from Aptina, where he was leading the Automotive and Embedded business as Senior Vice President. Prior to joining Aptina, Mr. Ozcelik directed product development at NVIDIA, where he held various executive positions including Vice President and General Manager of Automotive and Embedded business. Before joining NVIDIA in 2004, Mr. Ozcelik held the roles of CEO at MobileSmarts and Vice President & General Manager for Sony Semiconductor’s Digital Home Platform Division.
Third Quarter Financial Guidance Update
For the third quarter of 2014, the recent acquisition of Aptina Imaging will likely contribute revenue in the range of $60 million to $70 million. The impact on GAAP net income for the third quarter of 2014 is expected to be negative due to costs related to restructuring, fair market value step-up of inventory, and other acquisition related items. Excluding the costs related to restructuring, fair market value step-up of inventory, and other acquisition related items, the acquisition of Aptina Imaging is expected to be slightly accretive to the Company’s non-GAAP net income for the third quarter of 2014. As the Company has just closed the acquisition of Aptina Imaging, its ability to provide more comprehensive guidance on margins and other income statement line items related to the impact of acquisition on the third quarter results is limited.
About ON Semiconductor
ON Semiconductor (Nasdaq: ONNN) is driving energy efficient innovations, empowering customers to reduce global energy use. The company offers a comprehensive portfolio of energy-efficient power and signal management, logic, discrete and custom solutions to help design engineers solve their unique design challenges in automotive, communications, computing, consumer, industrial, LED lighting, medical, military/aerospace and power supply applications. ON Semiconductor operates a responsive, reliable, world-class supply chain and quality program, and a network of manufacturing facilities, sales offices and design centers in key markets throughout North America, Europe, and the Asia Pacific regions. For more information, visit http://www.onsemi.com.
- Follow @onsemi on Twitter: www.twitter.com/onsemi
ON Semiconductor and the ON Semiconductor logo are registered trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective holders. Although the company references its Web site in this news release, such information on the Web site is not to be incorporated herein.
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included or incorporated in this document could be deemed forward-looking statements, particularly statements about the future financial performance of ON Semiconductor. These forward-looking statements are often characterized by the use of words such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” "should," or “anticipates,” or by discussions of strategy, plans or intentions. All forward-looking statements in this document are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. Among these factors are our revenues and operating performance, poor economic conditions and markets (including current financial conditions), effects of exchange rate fluctuations, the cyclical nature of the semiconductor industry, changes in demand for our products, changes in inventories at our customers and distributors, technological and product development risks, enforcement and protection of our intellectual property rights and related risks, availability of raw materials, electricity, gas, water and other supply chain uncertainties, our ability to effectively shift production to other facilities when required, in order to maintain supply continuity for our customers, variable demand and the aggressive pricing environment for semiconductor products, our ability to successfully manufacture in increasing volumes on a cost-effective basis and with acceptable quality for our current products, competitor actions including the adverse impact of competitor product announcements, pricing and gross profit pressures, loss of key customers, order cancellations or reduced bookings, changes in manufacturing yields, control of costs and expenses and realization of cost savings and synergies from restructuring activities, significant litigation, risks associated with decisions to expend cash reserves for various uses such as debt prepayment, stock repurchases or acquisitions rather than to retain such cash for future needs, risks associated with acquisitions and dispositions (including difficulties encountered in accurately predicting the future financial performance of acquired businesses), risks associated with our substantial leverage and restrictive covenants in our debt agreements that may be in place from time to time, risks associated with our worldwide operations, including foreign employment and labor matters associated with unions and collective bargaining arrangements, as well as man-made and/or natural disasters affecting our operations and finances/financials, 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, risks related to new legal requirements and risks involving environmental or other governmental regulation. Additional factors that could cause results to differ materially from those projected in the forward-looking statements are contained in ON Semiconductor's 2013 Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 21, 2014 ("2013 Form 10-K"), Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other of our filings with the SEC. You should carefully consider the trends, risks and uncertainties described in this document, the 2013 Form 10-K and other reports filed with or furnished to the SEC before making any investment decision with respect to our securities. If any of these trends, risks or uncertainties actually occurs or continues, our business, financial condition or operating results could be materially adversely affected, the trading prices of our securities could decline, and you could lose all or part of your investment. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.
Contact:
ON Semiconductor
Anne Spitza
Corporate Communications /
Media Relations
(602) 326-0071
Email Contact
or
Parag
Agarwal
Senior Director Investor Relations
(602) 244-3437
Email Contact