PHOENIX, AZ and SANTA CLARA, CA – Sept. 8, 2008 – ON Semiconductor Corporation (NASDAQ: ONNN) and Catalyst Semiconductor, Inc. (NASDAQ: CATS), today announced that the Securities and Exchange Commission has declared effective the Registration Statement on Form S-4 relating to the proposed merger between ON Semiconductor Corporation and Catalyst Semiconductor, Inc. As previously announced, ON Semiconductor and Catalyst Semiconductor have entered into a definitive merger agreement under which ON Semiconductor would acquire Catalyst Semiconductor in a stock-for-stock merger. Under the terms of the agreement, each outstanding share of Catalyst Semiconductor common stock would be exchanged for 0.706 shares of ON Semiconductor common stock.
Catalyst Semiconductor stockholders of record as of the close of business on September 5, 2008 will be mailed the definitive proxy statement/prospectus in connection with the proposed merger with ON Semiconductor and will be entitled to vote at the special meeting of Catalyst Semiconductor stockholders. The special meeting of Catalyst Semiconductor stockholders to consider and vote upon the proposed merger with ON Semiconductor has been scheduled for October 9, 2008 at 10:00 a.m., local time, at the principal executive offices of Catalyst Semiconductor, 2975 Stender Way, Santa Clara, CA 95054. The transaction is expected to close as soon as practicable under the terms and conditions of the merger agreement, which include, among other things, a requirement that Catalyst Semiconductor stockholders approve the merger.
Catalyst Semiconductor stockholders are encouraged to read the definitive proxy statement/prospectus in its entirety as it provides, among other things, a detailed discussion of the process that led to the proposed merger and the reasons behind Catalyst Semiconductor’s Board of Directors’ recommendation that Catalyst Semiconductor stockholders vote FOR the merger.
About ON Semiconductor
With its global logistics network and strong product portfolio, ON Semiconductor (NASDAQ: ONNN) is a preferred supplier of high performance, energy efficient, silicon solutions to customers in the power supply, automotive, communication, computer, consumer, medical, industrial, mobile phone, and military/aerospace markets. The companys broad portfolio includes power, signal management, analog[
], DSP[], advance logic, clock management and standard component devices. Global corporate headquarters are located in Phoenix, Arizona. The company operates 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 www.onsemi.com.
About Catalyst Semiconductor
Headquartered in Santa Clara, California, Catalyst Semiconductor designs and markets analog, mixed-signal and non-volatile memory products, including Digitally Programmable Potentiometers (DPP™), white and color LED drivers, DC/DC converters, LDO regulators, voltage supervisors, bus expanders, serial and parallel EEPROMs, Flash and NVRAM. Many of Catalysts products incorporate the Companys Quantum Charge Programmable™ technology, to deliver Adaptive Analog™ products, which offer a new level of customer flexibility, lower power and smaller die size. Catalyst products are used in telecommunications, computer, automotive, industrial and consumer markets. Typical applications include LCD displays, automotive lighting, optical networks, printers, modems, wireless LANs, network cards, DIMM modules, cellular telephones, navigation systems, set-top boxes and Internet routers.
