UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
ON Semiconductor Corporation (the “Company”) has received notice of an unsolicited “mini-tender” offer by TRC Capital Investment Corporation (“TRC Capital”) to purchase up to 1,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at an offer price of $70.75 per share, which is approximately 4.4% lower than the closing share price of the Common Stock of $74.04 on March 19, 2024, the trading day immediately prior to the date of the offer. The shares subject to TRC Capital’s offer represent approximately 0.35% of the shares of Common Stock outstanding as of the date of the offer.
On April 2, 2024, the Company issued a press release informing its stockholders that the Company does not endorse TRC Capital’s unsolicited mini-tender offer and recommending that stockholders do not tender their shares to TRC Capital. Stockholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with TRC Capital’s offering documents. The offer is currently scheduled to expire at 12:01 a.m., New York City time, on April 19, 2024, but TRC Capital may extend the offer period at its discretion.
The Company is not affiliated, or associated in any way, with TRC Capital, its mini-tender offer or its offer documentation. Additional information concerning mini-tender offers is included in the press release, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibits are filed with this report.
| Exhibit No. |
Description | |
| 99.1 | Press Release dated April 2, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ON SEMICONDUCTOR CORPORATION (Registrant) | ||||||
| Date: April 2, 2024 | By: | /s/ THAD TRENT | ||||
| Thad Trent | ||||||
| Executive Vice President, Chief Financial Officer, and Treasurer | ||||||