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ON Semiconductor Completes a Private Exchange for $60 Million of Its 2.625 Percent Convertible Senior Subordinated Notes Due

  ON Semiconductor Completes a Private Exchange for $60 Million of Its 2.625
  Percent Convertible Senior Subordinated Notes Due 2026

Business Wire

PHOENIX -- March 22, 2013

ON Semiconductor Corporation (Nasdaq: ONNN) today announced that it has
successfully completed a privately negotiated exchange of $60 million
aggregate principal amount of its 2.625 percent Convertible Senior
Subordinated Notes due in 2026 (“Old Notes”) with an institutional holder. The
holder received $58.5 million principal amount of the company’s 2.625 percent
Convertible Senior Subordinated Notes due in 2026, Series B (“Series B
Notes”).

Terms of the Exchange

Pursuant to the terms of the privately negotiated exchange and related
Exchange Agreement, the holder exchanged on a basis of $975 principal amount
of Series B Notes for each $1,000 principal amount of the Old Notes. As a
result, the holder received $58.5 million principal amount of Series B Notes,
plus accrued and unpaid interest on the Old Notes, in exchange for $60 million
principal amount of Old Notes. The Series B Notes form part of the same series
with the company’s outstanding 2.625 percent Convertible Senior Subordinated
Notes due in 2026, Series B. The Series B Notes have substantially the same
terms as the Old Notes, other than as summarized in the remainder of this
paragraph. The holders of the Series B Notes may require the company to
repurchase the notes (without regard to the occurrence of certain specified
events) on December 15, 2016, versus December 15, 2013, under the Old Notes.
The company has the right to redeem the Series B Notes at its option beginning
on December 20, 2016, versus December 20, 2013, under the Old Notes. The first
date upon which the Series B Notes become convertible (without regard to the
occurrence of certain specified events) is on June 15, 2016, versus June 15,
2013, under the Old Notes. In addition under the Series B Notes, the number of
additional shares that may be issuable upon conversion in connection with
specified fundamental changes has been revised based on the closing price of
the company’s common stock of $8.04 per share on December 2, 2011 (the
original trade date of the 2.625 percent Convertible Senior Subordinated Notes
due in 2026, Series B issued in December 2011). With the closing of the
current exchange transaction, the principal amount of the company’s 2.625
percent Convertible Senior Subordinated Notes due in 2026, outstanding is
approximately $73 million.

About ON Semiconductor

ON Semiconductor (Nasdaq: ONNN) is driving innovation in energy efficient
electronics, empowering design engineers to reduce global energy use. The
company offers a comprehensive portfolioof energy efficient power and signal
management, logic, discrete and custom solutions to help customers solve
theirunique design challengesin automotive, communications, computing,
consumer, industrial, LED lighting, medical, military/aerospace and power
supply applications. ON Semiconductor operates aresponsive, 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.

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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.

Contact:

ON Semiconductor
Anne Spitza, 602-244-6398
Corporate Communications / Media Relations
Anne.Spitza@onsemi.com
Parag Agarwal, 602-244-3437
Senior Director Investor Relations
Parag.Agarwal@onsemi.com
 
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