Articoli sull’acquisizione di Aptina da parte di ON Semiconductor per 400 milioni di dollari

On Monday, June 9, 2014, ON Semiconductor announced a definitive agreement to acquire Aptina.  Our team discussed this acquisition with members of the Aptina executive leadership team.  We spoke with Phil Carmack, CEO of Aptina; Tony Alvarez, COO of Aptina; Taner Ozcelik, Senior VP of Embedded Business Development; and Sandor Barna, CTO of Aptina.

Question: Why is ON Semiconductor acquiring Aptina?
Phil
: ON Semiconductor saw the opportunity to accelerate their growth in key imaging markets by leveraging Aptina’s innovative image sensor and software technologies.  Our focus on delivering the whole imaging solution is turbocharged by ON Semiconductor’s wide sales reach and strong operational capabilities.  Aptina enables ON Semiconductor to become a leader in many fast growing imaging markets.  Together we provide a more robust solution for our customers.

Question: What does this acquisition mean for our customers?
Tony: Once the acquisition is completed, ON Semiconductor expects business to continue as usual for Aptina’s customers. Customers should expect Aptina to continue to deliver the products and solutions that solve their imaging challenges.  We will continue to focus on the needs of our customers – ensuring we ship in a timely manner, build the quality products that you require and offer our knowledgeable support and expertise.
Sandor:  Customers will continue to see Aptina innovate and solve difficult imaging challenges.  Our ability to solve problems at the system level will increase as we deliver innovative sensor configurations such as inventing new CFA (Color Filter Array) combinations and developing cutting edge pixel technology.  We will then bring it all together with unique image processing and system-level integration to solve the most complex imaging needs.
Phil:  Imaging is so crucial to the future of technology and services. Imaging provides context to connected devices; it provides vision for the cloud and enables the unseen to be seen.  I see many opportunities for the combined companies to build on each other’s strengths to solve the embedded challenges that will come, as the IOT (Internet of Things) becomes a reality.

Question: Automotive and industrial markets are a strategic focus for ON Semiconductor, how does Aptina accelerate these businesses?
Taner: Automotive and industrial markets are a key focus for Aptina as well.  Nearly 50% of the automobiles on the road today that have imaging systems use Aptina image sensors.  Our leadership in this (automotive) market has come from 10 years of focus and investment.  In addition to the automotive market, we have strong positions in many industrial applications including: scanning, surveillance, medical and more.  As we bring Aptina’s innovation together with the reach and depth of ON Semiconductor’s portfolio, I believe this will only accelerate our combined businesses.
Sandor: In automotive we continue to deliver solutions that improve sensitivity, enable ADAS (Advanced Driver Assistance Systems) and meet critical quality standards (like AEC-Q100).  We also are working on innovative methods to enable LFM (LED Flicker Mitigation) to further enhance the safe driving experience.  Finally, we will combine those innovations, along with many others, into the right configurations to provide leading imaging solutions for our automotive customers.

Question: What is the opportunity for the combined companies in the consumer and mobile markets?
Phil: 
Aptina and ON Semiconductor share many key customers in the consumer and mobile markets.  Devices such as gaming platforms, tablets, smartphones, laptops and more have products and solutions from both companies.  In these markets, the ability to rapidly innovate, drive scale and solve complex issues is paramount.  The combined companies will do this even better than before.
Taner:  For all our customers, listening to understand their needs and then providing the right solutions is critical.  With our combined sales reach we will be better able to listen to customers, develop solutions and deliver them in a timely manner.  As we share our knowledge of consumer and mobile market systems, we’ll be better positioned to help customers deliver solutions that win in the market.

Question: What is the timeline for this acquisition?
Phil
:  As noted in today’s announcement, we expect to close during the third quarter of 2014, subject to required regulatory approvals and customary closing conditions.

Fonte: http://blog.aptina.com/semiconductor-acquires-aptina

 

ON Semiconductor to Acquire Aptina Imaging  Chinese Japanese Korean

Acquisition to vastly expand ON Semiconductor’s image-sensor business and establish the company as a leader in the fast growing image sensor segment of automotive and industrial semiconductor market

 

Key Transaction Highlights:
• Accelerates ON Semiconductor’s growth in the automotive and industrial end-markets
• Establishes ON Semiconductor as a leader in the fast growing image sensor segment of automotive and industrial semiconductor market
• ON Semiconductor will pay approximately $400 million in cash to acquire Aptina, subject to certain customary closing adjustments. The acquisition will be funded by cash on balance sheet and ON Semiconductor’s existing revolving credit facility
• The transaction is expected to be immediately accretive to earnings

PHOENIX, Ariz. – June 9, 2014  ON Semiconductor Corporation (Nasdaq: ONNN), driving energy efficient innovations, today signed a definitive agreement to acquire Aptina Imaging, a leading provider of high-performance CMOS image sensors for automotive and industrial markets, which are the key areas of strategic focus for ON Semiconductor. Other markets addressed by Aptina’s products include cameras, mobile devices, and computing and gaming platforms.

The acquisition of Aptina vastly expands ON Semiconductor’s image-sensor business and establishes the company as a leader in the fast growing segment of image sensors in automotive and industrial semiconductor market. According to TSR, an independent market research firm, the worldwide demand for image sensors for automotive and industrial applications is expected to grow at annual compound rate of 16 percent between 2013 and 2016.

Under the terms of the agreement, ON Semiconductor will pay approximately $400 million in cash to acquire Aptina Imaging, subject to customary adjustments at closing. The acquisition will be funded by available cash on ON Semiconductor’s balance sheet and its existing revolver credit facility.

“The pending acquisition of Aptina enables us to accelerate our growth in the attractive automotive and industrial end-markets by leveraging Aptina’s highly differentiated imaging technologies in conjunction with our wide sales reach and strong operational capabilities,” said Keith Jackson, president and CEO of ON Semiconductor. “The addition of Aptina vastly expands our scale and capabilities in image sensors and establishes us as a leader in image sensors for industrial and automotive related applications. I am excited about the possibilities that this transaction presents for both companies.”

ON Semiconductor expects the acquisition to be immediately accretive to earnings, excluding any non-recurring acquisition related charges, the fair value step-up inventory amortization, and amortization of acquired intangibles. Based on unaudited results, Aptina’s revenue for last twelve months ending on May 29, 2014, was approximately $532 million with gross and operating margins of approximately 29 percent and 3 percent, respectively. ON Semiconductor currently intends to report operational results for Aptina and other image and optical sensor businesses in a separate reporting segment as soon as practical after the close of Aptina acquisition. The transaction has been approved by ON Semiconductor’s and Aptina’s boards of directors and is expected to close during the third quarter of 2014, subject to required regulatory approvals and customary closing conditions.

TELECONFERENCE
ON Semiconductor will host a conference call for the financial community at 5:00 p.m. Eastern Daylight Time (EDT) on June 9, 2014, to discuss this announcement. The company will also provide a real-time audio webcast of the teleconference on the Investors page of its website at http://www.onsemi.com. The webcast replay will be available at this site approximately one hour following the live broadcast and will continue to be available for approximately 30 days following the conference call. Investors and interested parties can also access the conference call through a telephone call by dialing (888) 291-2604 (U.S./Canada) or (760) 536-5202 (International). In order to join this conference call, you will be required to provide the Conference ID Number – which is 58909970. Approximately two hours following the live broadcast, the company will provide a dial-in replay that will continue to be available through July 9, 2014. To listen to the teleconference replay, call (855) 859-2056 (U.S./Canada) or (404) 537-3406 (International). You will be required to provide the Conference ID Number.

About ON Semiconductor
ON Semiconductor (Nasdaq: ONNN) is driving energy efficient innovations, empowering customers to reduce global energy use. The company offers a comprehensive portfolio of energy-efficient power and signal management, logic, discrete and custom solutions to help design engineers solve their unique design challenges in automotive, communications, computing, consumer, industrial, LED lighting, medical, military/aerospace and power supply applications. ON Semiconductor operates a responsive, reliable, world-class supply chain and quality program, and 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 http://www.onsemi.com.

About Aptina
Aptina is a global provider of intelligent imaging solutions. Aptina has created unique innovations with image sensor technologies such as Aptina Clarity+™ to deliver high-quality, rich images in challenging environments. Aptina patented imaging solutions are in leading consumer electronics devices like smartphones, tablets, laptops, gaming, wearables and digital cameras, as well as embedded and industrial solutions for automotive, surveillance, video conferencing, scanning and medical. For more information, visit http://www.aptina.com.

# # #

ON Semiconductor and the ON Semiconductor logo are registered trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective holders. Although the company references its Web site in this news release, such information on the Web site is not to be incorporated herein.

Cautions regarding Forward-Looking Statements
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements related to the consummation and benefits of the acquisition by ON Semiconductor Corporation (“ON”) of Aptina Imaging. (“Aptina”) and the future financial performance of ON. These forward-looking statements are based on information available to us as of the date of this release and current expectations, forecasts and assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond our control. In particular, such risks and uncertainties include, but are not limited to, the risk that one or more closing conditions to the transaction may not be satisfied or waived, on a timely basis or otherwise; the risk that the transaction does not close when anticipated, or at all, including the risk that the requisite regulatory approvals may not be obtained; there may be a material adverse change of us or Aptina or our respective businesses may suffer as a result of uncertainty surrounding the transaction; the transaction may involve unexpected costs, liabilities or delays; difficulties encountered in integrating Aptina; difficulties leveraging desired growth opportunities and markets; the possibility that expected benefits and cost savings may not materialize as expected; the prospect that the automotive and industrial sensor markets will not grow as rapidly as currently anticipated; the variable demand and the aggressive pricing environment for semiconductor products; the adverse impact of competitive product announcements; revenues and operating performance; changes in overall economic conditions and markets, including the current credit markets; the cyclical nature of the semiconductor industry; changes in demand for our products; changes in inventories at customers and distributors; technological and product development risks; availability of raw materials; competitors’ actions; pricing and gross margin pressures; loss of key customers; order cancellations or reduced bookings; changes in manufacturing yields; control of costs and expenses; significant litigation; risks associated with acquisitions and dispositions; risks associated with leverage and restrictive covenants in debt agreements; risks associated with international operations including foreign employment and labor matters associated with unions and collective bargaining agreements; the threat or occurrence of international armed conflict and terrorist activities both in the United States and internationally; risks related to new legal requirements; risks and costs associated with increased and new regulation of corporate governance and disclosure standards; and risks involving environmental or other governmental regulation. Information concerning additional factors that could cause results to differ materially from those projected in the forward-looking statements is contained in ON’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other of our filings with the Securities and Exchange Commission. These forward-looking statements are as of the date hereof and should not be relied upon as representing our views as of any subsequent date and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

Additional Information about the Acquisition and Where to Find It For additional information, visit ON Semiconductor’s corporate website, http://www.onsemi.com, or for official filings visit the SEC website, http://www.sec.gov.

Fonte: http://www.onsemi.com/PowerSolutions/newsItem.do?article=3116

 

On Semi to Acquire Aptina for $400M

Business WireON Semiconductor signes a definitive agreement to acquire Aptina Imaging. The high-performance CMOS image sensors for automotive and industrial markets are said to be the key areas of strategic focus for ON Semi. According to TSR, the worldwide demand for image sensors for automotive and industrial applications is expected to grow at annual compound rate of 16% between 2013 and 2016.

ON Semi will pay approximately $400M in cash to acquire Aptina Imaging, subject to customary adjustments at closing. The acquisition will be funded by available cash on ON Semi’s balance sheet and its existing revolver credit facility.

The pending acquisition of Aptina enables us to accelerate our growth in the attractive automotive and industrial end-markets by leveraging Aptina’s highly differentiated imaging technologies in conjunction with our wide sales reach and strong operational capabilities,” said Keith Jackson, president and CEO of ON Semiconductor. “The addition of Aptina vastly expands our scale and capabilities in image sensors and establishes us as a leader in image sensors for industrial and automotive related applications. I am excited about the possibilities that this transaction presents for both companies.

Based on unaudited results, Aptina’s revenue for last twelve months ending on May 29, 2014, was approximately $532 million with gross and operating margins of approximately 29% and 3%, respectively. ON Semiconductor currently intends to report operational results for Aptina and other image and optical sensor businesses in a separate reporting segment. The transaction has been approved by ON Semi’s and Aptina’s boards of directors and is expected to close during Q3 2014.

Update: Seeking Alpha publishes analyst’s comments on the deal.

Update #2: EETimes publishes an article on ON acquisitions history and analyst responses to Aptina purchase. The article quotes Yole table of market shares in 2012, where the top 3 vendors control 58% of the $6.9B market:

Market shares in 2012,
according to Yole DeveloppementFonte: http://image-sensors-world.blogspot.it/2014/06/on-semi-to-acquire-aptina-for-400m.html
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