SAN JOSE, Calif. — (BUSINESS WIRE) — December 14, 2015 — Fairchild Semiconductor International, Inc. (Nasdaq: FCS) (“Fairchild”) today announced that its board of directors, after conducting a review and considering the advice of its legal and financial advisors, has concluded that the unsolicited proposal received on December 7, 2015, to acquire Fairchild for $21.70 per share in cash would not reasonably be expected to result in a “Superior Proposal” as defined in Fairchild’s Agreement and Plan of Merger with ON Semiconductor Corporation (“ON Semiconductor”).

As previously announced on November 18, 2015, Fairchild entered into an Agreement and Plan of Merger with ON Semiconductor (the “Merger Agreement”), under which a wholly owned subsidiary of ON Semiconductor has agreed to acquire all of the outstanding shares of Fairchild common stock for $20.00 per share in cash. Fairchild remains subject to the Merger Agreement and Fairchild’s board of directors has not changed its recommendation in support of the Merger Agreement.

For additional information, please refer to Amendment 2 to the Schedule 14D-9 filed today with the Securities and Exchange Commission (the “SEC”).

Goldman, Sachs & Co is acting as financial adviser to Fairchild, and Wachtell, Lipton, Rosen & Katz is serving as its legal counsel.

About Fairchild Semiconductor

Fairchild Semiconductor (NASDAQ: FCS) – global presence, local support, smart ideas. Fairchild delivers energy-efficient, easy-to-use and value-added semiconductor solutions for power and mobile designs. We help our customers differentiate their products and solve difficult technical challenges with our expertise in power and signal path products. Please contact us on the web at www.fairchildsemi.com.

Important Information

This communication is not an offer to buy nor a solicitation of an offer to sell any securities of Fairchild. The solicitation and the offer to buy shares of Fairchild common stock has been made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that ON Semiconductor and Falcon Operations Sub, Inc. have filed with the SEC. In addition, Fairchild has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Fairchild and ON Semiconductor have mailed these documents to Fairchild’s stockholders. In addition, stockholders are able to obtain the tender offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of the Company on Schedule 14D-9 and related materials with respect to the tender offer and the merger, free of charge at the SEC’s website at www.sec.gov. Stockholders may also obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available) by contacting Fairchild’s Investor Relations Department either by telephone at (207) 775-8660 or by e-mail at investor@fairchildsemi.com.

STOCKHOLDERS OF FAIRCHILD ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.

Cautions regarding Forward-Looking Statements

This communication may contain “forward-looking statements.” Words such as “anticipates,” “estimates,” “expects,” “projects,” “forecasts,” “intends,” “plans,” “will,” “believes” and words and terms of similar substance used identify forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs about future events. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances. Past financial or operating performance is not necessarily a reliable indicator of future performance and you should not use our historical performance to anticipate results or future period trends. Except as required by law, we are under no obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise. Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements, including those factors discussed in detail in the “Risk Factors” sections contained in our Annual Report on Form 10-K for the year ended December 28, 2014 filed with the SEC as well as, among other things: (1) the ability to obtain the necessary regulatory approvals, (2) the satisfaction of the conditions to the consummation of the proposed transaction, (3) the timing of the completion of the proposed transaction and (4) the potential impact of the announcement or consummation of the proposed transaction on our important relationships, including with employees, suppliers and customers.

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Fairchild Semiconductor
Dan Janson, 207-775-8660
Investor Relations
Email Contact
or
Joele Frank, Wilkinson Brimmer Katcher
Matt Sherman / Jed Repko / Eric Brielmann
212-355-4449/415-869-3950