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On Semiconductor 8-K Report, Corporate Update (Apr 2, 2024)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed April 2, 2024
Period End
April 2, 2024
Security
ON
In the record · 2016–202610-K1110-Q338-K162

ON filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 162 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Oct ’18Oct ’18
  2. Leadership change8-K · Oct ’20Oct ’20
  3. Impairment8-K · Sep ’22Sep ’22
  4. Material agreement8-K · Nov ’26Nov ’26

01—Abstract

Summary

Summary of the 8-K filed April 2, 2024. Cited figures are marked; the original filing is the authoritative source.

ON Semiconductor Corporation (Nasdaq: ON) disclosed in a Current Report on Form 8-K filed April 2, 2024 that it has received notice of an unsolicited "mini-tender" offer from TRC Capital Investment Corporation to purchase up to 1,500,000 shares of its common stock at $70.75a per share.

The filing states that this price is approximately 4.4% below the $74.04b closing share price on March 19, 2024, the trading day immediately prior to the offer date, and that the shares sought represent approximately 0.35% of outstanding common stock. The company does not endorse the offer and, through a press release filed as Exhibit 99.1, recommends that stockholders not tender their shares. Stockholders who have already tendered may withdraw them at any time before the offer expires, which is scheduled for 12:01 a.m.

New York City time on April 19, 2024, though TRC Capital may extend the offer at its discretion. ON states it is not affiliated with TRC Capital, its offer, or its offer documentation. For investors, the filing is a shareholder-protection notice rather than a corporate transaction.

It involves no company action, no change to share capital, and no financial results. The press release notes that mini-tender offers, which seek less than 5%c of outstanding shares, fall outside many SEC disclosure and procedural requirements, and that the SEC has cautioned investors about below-market offers.

02—Key points

Key Highlights

  1. TRC Capital Investment Corporation made an unsolicited mini-tender offer for up to 1,500,000 shares of ON common stock.
  2. The offer price of $70.75 per share is approximately 4.4% below the $74.04 closing price on March 19, 2024.
  3. The shares sought represent approximately 0.35% of ON's outstanding common stock as of the offer date.
  4. ON does not endorse the offer and recommends that stockholders not tender their shares.
  5. The offer is scheduled to expire at 12:01 a.m. New York City time on April 19, 2024, and may be extended at TRC Capital's discretion.
  6. ON states it is not affiliated or associated in any way with TRC Capital, the offer, or its offer documentation.
  7. The press release (Exhibit 99.1) notes mini-tender offers carry fewer investor protections than larger tender offers under U.S. securities laws.

03—Questions

Frequently Asked Questions

  1. What is the TRC Capital mini-tender offer?

    It is an unsolicited offer by TRC Capital Investment Corporation to buy up to 1,500,000 shares of ON common stock at $70.75 per share. The filing describes it as a mini-tender because it seeks less than 5% of outstanding shares.

  2. How does the offer price compare with the market price?

    The $70.75 offer price is approximately 4.4% below the $74.04 closing share price on March 19, 2024, the trading day immediately before the offer date.

  3. Does ON Semiconductor support this offer?

    No. ON does not endorse the offer and recommends that stockholders who have not responded take no action and not tender their shares. It urges investors to check current market quotations and consult a broker or financial advisor.

  4. Can stockholders who already tendered their shares change their minds?

    Yes. Stockholders who have already tendered may withdraw their shares at any time before the offer expires, in accordance with TRC Capital's offer documentation.

  5. When does the offer expire?

    The offer is currently scheduled to expire at 12:01 a.m. New York City time (EDT per the press release) on April 19, 2024. TRC Capital may extend the offer period at its discretion.

04—Continue

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