onsemi Recommends Stockholders Reject Below-Market Mini-Tender Offer by TRC Capital Investment Corporation
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The unsolicited mini-tender offer by TRC Capital Investment for ON Semiconductor Corporation's shares is a notable event for investors and the company alike. The offer price is set below the recent closing share price, which suggests a potential undervaluation of onsemi's stock. Investors should be aware that such offers might seem attractive but could reflect an opportunistic attempt to acquire shares at a discount.
It's essential to scrutinize the offer's terms, especially since mini-tender offers are subject to fewer regulations than larger bids, potentially posing higher risks to uninformed shareholders. The recommendation by onsemi for investors to seek advice and compare the offer price with the market value is sound, emphasizing the need for due diligence.
Furthermore, the fact that TRC Capital Investment has a history of making similar offers could indicate a pattern in their investment strategy, which might impact the trading dynamics of onsemi's stock. While the offer represents a small percentage of the outstanding shares, it could still influence investor sentiment and the stock's market liquidity.
From a legal perspective, the mini-tender offer by TRC Capital Investment raises several points of interest. Mini-tender offers are generally not subject to the same strict regulatory requirements as larger tender offers, which is why the SEC issues cautionary advice regarding them. This lack of regulation can lead to less transparency and fewer protections for shareholders.
onsemi's proactive stance in urging shareholders to consult with financial advisors and to carefully consider the offer is a prudent measure to help protect their interests. The company's request for brokers and dealers to review the SEC's guidance on mini-tender offers further underscores the importance of informed decision-making in these situations.
Shareholders should also be aware of their rights to withdraw tendered shares before the offer's expiration. This flexibility is important in case market conditions change or if investors reassess the value proposition of the mini-tender offer in light of new information.
Analyzing market trends, the mini-tender offer for onsemi's shares could be seen as a strategic move by TRC Capital Investment to capitalize on potential undervaluation. However, the impact on the market depends on the response from onsemi's shareholders. If many investors find the offer appealing and choose to tender their shares, this could lead to a temporary dip in the company's stock price due to perceived market sentiment.
Conversely, if the majority of shareholders heed onsemi's advice and reject the offer, it could reinforce investor confidence in the company's valuation and stability. The offer's outcome might also serve as a signal to the market about the shareholders' perception of the company's future prospects and inherent value.
It's important to monitor the market's reaction to such offers, as they can sometimes precede more significant corporate actions or indicate broader investor attitudes towards the company and its industry sector.
The offer is for the purchase of up to 1.5 million shares of onsemi’s common stock at a price of
onsemi urges investors to obtain current market quotations for their shares, to consult with their broker or financial advisor, and to exercise caution with respect to TRC Capital Investment’s offer. onsemi recommends that stockholders who have not responded to TRC Capital Investment’s offer take no action. 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 Investment’s offer documentation. The offer is currently scheduled to expire at 12:01 a.m. EDT on April 19, 2024. TRC Capital Investment may extend the offering period at its discretion.
onsemi encourages brokers and dealers, as well as other market participants, to review the
TRC Capital Investment has made many similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire less than
onsemi requests that a copy of this news release be included with all distributions of materials relating to TRC Capital Investment’s mini-tender offer related to shares of onsemi’s common stock.
About onsemi
onsemi (Nasdaq: ON) is driving disruptive innovations to help build a better future. With a focus on automotive and industrial end-markets, the company is accelerating change in megatrends such as vehicle electrification and safety, sustainable energy grids, industrial automation, and 5G and cloud infrastructure. onsemi offers a highly differentiated and innovative product portfolio, delivering intelligent power and sensing technologies that solve the world’s most complex challenges and leads the way to creating a safer, cleaner and smarter world. onsemi is recognized as a Fortune 500® company and included in the Nasdaq-100 Index® and S&P 500® index. Learn more about onsemi at www.onsemi.com.
onsemi and the onsemi logo are 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.
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Krystal Heaton
Director, Head of Public Relations
onsemi
(480) 242-6943
Krystal.Heaton@onsemi.com
Parag Agarwal
Vice President, Investor Relations & Corporate Development
onsemi
(602) 244-3437
investor@onsemi.com
Source: onsemi
