Mergers & Acquisitions

Press Release Summary:

Feb 01, 2011 - Acquisition will position ON Semiconductor as a leading supplier of ultra-high-speed CMOS image sensors and a Top 10 worldwide image sensor supplier Sale will sharpen Cypress's focus on programmable solutions PHOENIX, Ariz. and SAN JOSE, Calif. - Jan. 27, 2011 - ON Semiconductor (Nasdaq: ONNN), a premier supplier of high performance silicon solutions for energy efficient electronics, and Cypress Semiconductor Corp. (Nasdaq: CY) today announced that a definitive agreement has been signed for ON Semiconductor to acquire the CMOS Image Sensor Business Unit (ISBU) from Cypress in an all cash transaction for approximately $31.4 million. The transaction is expected to close by the end of the first quarter of 2011, subject to customary closing conditions. Cypress's broad portfolio of high-performance custom and standard CMOS image sensors are used in multi-megapixel digital photography and cinematography, machine vision, linear and two dimensional (2D) bar code imaging, medical x-ray imaging, biometrics and aerospace applications. The company's products include the VITA, LUPA, STAR and IBIS families, which are well known throughout the industry. The ISBU will become an integrated part of ON Semiconductor's Digital, Military/Aerospace and Image Sensor (DMI) division. "The acquisition of the Image Sensor Business Unit from Cypress will solidify our position as a leading supplier of CMOS Image Sensor products," said Bob Klosterboer, senior vice president and general manager of ON Semiconductor's Digital and Mixed Signal Group (DMSG). "In addition, the acquisition will strengthen the company's talent base and add an experienced design and applications engineering team for the image sensor market segment. The 2D high-speed CMOS image sensors from the ISBU will significantly strengthen and complement ON Semiconductor's image sensor products for the industrial, medical, computing and military/aerospace markets." "The sale of our image sensor business will enable Cypress to continue to focus on programmable products including our flagship PSoC® programmable system-on-chip solution and our TrueTouch(TM) touch-sensing controllers," said T.J. Rodgers, Cypress president and CEO. "Our image sensor team has done a remarkable job in recent years advancing its core technologies and broadening its target markets. We believe that ON Semiconductor represents the right home for the business, and that the sale, upon its completion, represents the best possible outcome for our existing customers." ON Semiconductor's current products target one dimensional image sensing with particular focus on contact image sensing and ambient/proximity sensors. Once the acquisition is closed, the company will have a complete image sensing product offering between 1D and 2D sensors and across multiple end-markets. Pursuant to the agreement, ON Semiconductor is expected to acquire approximately 100 patents and patent applications related exclusively to the business and receive appropriate intellectual property licenses from Cypress Semiconductor in order to continue to conduct and grow the business. As part of the transaction, approximately 80 Cypress Semiconductor ISBU employees will join the ON Semiconductor organization. Upon the closing, ON Semiconductor may record one-time charges related to the transaction. The amounts of such charges, if any, have not yet been determined. About Cypress Cypress delivers high-performance, mixed-signal, programmable solutions that provide customers with rapid time-to-market and exceptional system value. Cypress offerings include the flagship PSoC® programmable system-on-chip families and derivatives such as PowerPSoC® solutions for high-voltage and LED lighting applications, CapSense® touch sensing and TrueTouch(TM) solutions for touchscreens. Cypress is the world leader in USB controllers, including the high-performance West Bridge® solution that enhances connectivity and performance in multimedia handsets. Cypress is also a leader in high-performance memories and programmable timing devices. Cypress serves numerous markets including consumer, mobile handsets, computation, data communications, automotive, industrial and military. Cypress trades on the NASDAQ Global Select Market under the ticker symbol CY. Visit Cypress online at http://www.cypress.com/. Media Contact
Anne Spitza
Corporate Communications
ON Semiconductor
(602) 244-6398
anne.spitza@onsemi.com

ON Semiconductor - Phoenix, AZ

Original Press Release

ON Semiconductor Signs Definitive Agreement to Acquire CMOS Image Sensor Business Unit from Cypress

Press release date: Jan 27, 2011

Acquisition will position ON Semiconductor as a leading supplier of ultra-high-speed CMOS image sensors and a Top 10 worldwide image sensor supplier

Sale will sharpen Cypress's focus on programmable solutions

PHOENIX, Ariz. and SAN JOSE, Calif. - Jan. 27, 2011 - ON Semiconductor (Nasdaq: ONNN), a premier supplier of high performance silicon solutions for energy efficient electronics, and Cypress Semiconductor Corp. (Nasdaq: CY) today announced that a definitive agreement has been signed for ON Semiconductor to acquire the CMOS Image Sensor Business Unit (ISBU) from Cypress in an all cash transaction for approximately $31.4 million. The transaction is expected to close by the end of the first quarter of 2011, subject to customary closing conditions.

Cypress's broad portfolio of high-performance custom and standard CMOS image sensors are used in multi-megapixel digital photography and cinematography, machine vision, linear and two dimensional (2D) bar code imaging, medical x-ray imaging, biometrics and aerospace applications. The company's products include the VITA, LUPA, STAR and IBIS families, which are well known throughout the industry.

The ISBU will become an integrated part of ON Semiconductor's Digital, Military/Aerospace and Image Sensor (DMI) division.

"The acquisition of the Image Sensor Business Unit from Cypress will solidify our position as a leading supplier of CMOS Image Sensor products," said Bob Klosterboer, senior vice president and general manager of ON Semiconductor's Digital and Mixed Signal Group (DMSG). "In addition, the acquisition will strengthen the company's talent base and add an experienced design and applications engineering team for the image sensor market segment. The 2D high-speed CMOS image sensors from the ISBU will significantly strengthen and complement ON Semiconductor's image sensor products for the industrial, medical, computing and military/aerospace markets."

"The sale of our image sensor business will enable Cypress to continue to focus on programmable products including our flagship PSoC programmable system-on-chip solution and our TrueTouch(TM) touch-sensing controllers," said T.J. Rodgers, Cypress president and CEO. "Our image sensor team has done a remarkable job in recent years advancing its core technologies and broadening its target markets. We believe that ON Semiconductor represents the right home for the business, and that the sale, upon its completion, represents the best possible outcome for our existing customers."

ON Semiconductor's current products target one dimensional image sensing with particular focus on contact image sensing and ambient/proximity sensors. Once the acquisition is closed, the company will have a complete image sensing product offering between 1D and 2D sensors and across multiple end-markets.

Pursuant to the agreement, ON Semiconductor is expected to acquire approximately 100 patents and patent applications related exclusively to the business and receive appropriate intellectual property licenses from Cypress Semiconductor in order to continue to conduct and grow the business. As part of the transaction, approximately 80 Cypress Semiconductor ISBU employees will join the ON Semiconductor organization.

Upon the closing, ON Semiconductor may record one-time charges related to the transaction. The amounts of such charges, if any, have not yet been determined.

About Cypress

Cypress delivers high-performance, mixed-signal, programmable solutions that provide customers with rapid time-to-market and exceptional system value. Cypress offerings include the flagship PSoC programmable system-on-chip families and derivatives such as PowerPSoC solutions for high-voltage and LED lighting applications, CapSense touch sensing and TrueTouch(TM) solutions for touchscreens. Cypress is the world leader in USB controllers, including the high-performance West Bridge solution that enhances connectivity and performance in multimedia handsets. Cypress is also a leader in high-performance memories and programmable timing devices. Cypress serves numerous markets including consumer, mobile handsets, computation, data communications, automotive, industrial and military. Cypress trades on the NASDAQ Global Select Market under the ticker symbol CY. Visit Cypress online at http://www.cypress.com/.

Media Contact
Anne Spitza
Corporate Communications
ON Semiconductor
(602) 244-6398
anne.spitza@onsemi.com