ON

Business Context and Reporting Period

Company: ON Semiconductor Corporation (ON)
Filing Type: Form 8-K (Current Report)
Date of Report: December 10, 2024
Event Date: December 9, 2024
Context: ON Semiconductor announced the entry into a Material Definitive Agreement to acquire specific technology assets from Qorvo US, Inc.

Key Financial Metrics and Transaction Details

Transaction Value: Base purchase price of $115 million in cash.
Adjustments: Subject to customary purchase price adjustments.
Assets Acquired:

• All outstanding shares of United Silicon Carbide, Inc. (U.S. Transferred Company).
• All outstanding shares of Qorvo Philippines Silicon Carbide, Inc. (Philippines Transferred Company).
• Specified material assets related to the Silicon Carbide Junction Field-Effect Transistor (SiC JFET) technology business located outside the Transferred Companies.

Financial Performance: The filing text does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics for ON Semiconductor or the target business. This report focuses solely on the acquisition agreement.

Material Changes and Transaction Structure

Acquisition Target: The Silicon Carbide Junction Field-Effect Transistor technology business of Qorvo US, Inc.
Legal Structure:

• Purchaser: Semiconductor Components Industries, LLC (a wholly-owned subsidiary of onsemi).
• Seller: Qorvo US, Inc. (Parent) and its subsidiaries.
• Agreement: Stock Purchase Agreement dated December 9, 2024.

Closing Conditions: Completion is subject to customary conditions, including pre-closing transactions, retention of key employees, and performance of covenants.
Ancillary Agreements: Upon closing, parties will execute transition services and intellectual property agreements.

Guidance, Outlook, Risks, and Contingencies

Outlook: Management anticipates benefits from the acquisition, though specific financial guidance or synergy targets are not detailed in this filing text.
Termination Rights: The agreement may be terminated if:

• The transaction is not completed by April 9, 2025.
• A legal restraint permanently prevents consummation.
• A material breach or inaccuracy of representations remains uncured.

Key Risks Disclosed:

• Failure to satisfy closing conditions or delays in closing.
• Integration difficulties and failure to realize expected synergies.
• Diversion of management attention.
• Market risks including cyclical semiconductor demand, pricing pressures, and supply chain uncertainties.
• Regulatory and legal risks in the U.S., Philippines, and other jurisdictions.

Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ materially from anticipated benefits due to various uncertainties.

Investor Verification Checklist

• Exhibit 2.1: Review the full Stock Purchase Agreement for detailed representations, warranties, and specific purchase price adjustment mechanisms.
• Exhibit 99.1: Consult the press release for management's strategic rationale and qualitative benefits of the SiC JFET acquisition.
• Exhibit 99.2: Analyze the investor presentation for any financial projections or market context regarding the acquired technology.
• Closing Timeline: Monitor progress toward the April 9, 2025, termination date and satisfaction of closing conditions.
• Regulatory Approval: Verify if any antitrust or foreign investment regulatory approvals are required for the cross-border transaction involving the Philippines entity.