Filed by: ON Semiconductor Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: AMIS Holdings, Inc.
Commission File No.: 000-50397
This filing 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 benefits of the proposed transaction between ON Semiconductor Corporation (“ON”) and AMIS Holdings, Inc. (“AMIS”) and the future financial performance of ON. These forward-looking statements are based on information available to ON and AMIS 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 ON’s or AMIS’ control. In particular, such risks and uncertainties include difficulties encountered in integrating merged businesses; the risk that the transaction does not close, including the risk that the requisite stockholder and regulatory approvals may not be obtained; the variable demand and the aggressive pricing environment for semiconductor products; dependence on each company’s ability to successfully manufacture in increasing volumes on a cost-effective basis and with acceptable quality its current products; the adverse impact of competitive product announcements; revenues and operating performance, changes in overall economic conditions, 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, the threat or occurrence of international armed conflict and terrorist activities both in the United States and internationally, risks and costs associated with increased and new regulation of corporate governance and disclosure standards (including pursuant to Section 404 of the Sarbanes-Oxley Act of 2002), 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 as filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2007, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other of ON’s SEC filings, and AMIS’ Annual Report on Form 10-K as filed with the SEC on February 28, 2007, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other of AMIS’ SEC filings. These forward-looking statements should not be relied upon as representing ON’s or AMIS’ views as of any subsequent date and neither undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
This communication is being made in respect of the proposed transaction involving ON and AMIS. In connection with the proposed transaction, ON plans to file with the SEC a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of ON and AMIS plan to file with the SEC other documents regarding the proposed transaction. The definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of ON and AMIS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by ON and AMIS through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC from ON by directing a request to ON Semiconductor Corporation, 5005 East McDowell Road, Phoenix, AZ, 85008, Attention: Investor Relations (telephone: (602) 244-3437) or going to ON’s corporate website at www.onsemi.com, or from AMIS by directing a request to AMIS Holdings, Inc., 2300 Buckskin Road Pocatello, ID, 83201, Attention: Investor Relations (telephone: (208) 233-4690) or going to AMIS’ corporate website at www.amis.com.
ON and AMIS, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding ON’s directors and executive officers is contained in its annual proxy statement filed with the SEC on April 11, 2007. Information regarding AMIS’ directors and executive officers is contained in AMIS’ annual proxy statement filed with the SEC on May 24, 2007. Additional information regarding the interests of such potential participants will be included in the Joint Proxy Statement/Prospectus and the other relevant documents filed with the SEC (when available).
Filed below is a presentation to ON investors on December 13, 2007 regarding ON’s proposed acquisition of AMIS.
 The
Power of ON Semiconductor Investor Presentation December 2007 |
 2 Safe Harbor Statement & Non-GAAP Financial Measure Information During the course of this presentation, ON Semiconductor may make projections or
other forward-looking statements regarding future events or its future
financial performance. The words “estimate,” “intend,” “expect,” “plan,” or similar expressions are intended to identify forward-looking statements. ON Semiconductor wishes to
caution that such statements are subject to risks and uncertainties that could cause actual events or results to differ materially. Important factors relating to our business,
including factors that could cause actual results to differ from our
forward-looking statements, are described in our Form 10-K and other
filings with the SEC. ON Semiconductor assumes no obligation to update
forward-looking statements to reflect actual results or changed assumptions or other factors. Some data in this presentation may include non-GAAP financial measures. You
can find reconciliations of certain of these non-GAAP financial measures
to the most directly comparable measures under generally accepted accounting
principles within the following presentation at our website (http://www.onsemi.com) at the “Investors” section under the category “Annual Reports/Financial Releases.”
|
 3 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 benefits of the proposed transaction between ON Semiconductor Corporation (“ON”) and AMIS
Holdings, Inc. (“AMIS”) and the future financial performance of
ON. These forward-looking statements are based on information available to ON and AMIS 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 ON’s or AMIS’ control. In particular, such risks and uncertainties include difficulties encountered in integrating merged businesses; the risk that the transaction does not close, including the risk that the requisite stockholder and
regulatory approvals may not be obtained; the variable demand and the
aggressive pricing environment for semiconductor products; dependence on each company’s ability to successfully manufacture in increasing volumes on a cost-effective basis and with acceptable quality its current products; the adverse impact of competitive product announcements;
revenues and operating performance, changes in overall economic conditions,
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, the threat or occurrence of international armed conflict and terrorist activities both in the United States and internationally, risks and costs
associated with increased and new regulation of corporate governance and
disclosure standards (including pursuant to Section 404 of the Sarbanes-Oxley Act of 2002), 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 as filed with the Securities and Exchange
Commission (the “SEC”) on February 23, 2007, Quarterly Reports on
Form 10-Q Current Reports on Form 8-K and other of ON’s SEC filings, and AMIS’ Annual Report on Form 10-K as filed with the SEC on February 28, 2007, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and other of AMIS’ SEC filings. These forward-looking statements should not be relied upon as representing ON’s or AMIS’ views as of any subsequent date and neither undertake any obligation to update
forward- looking statements to reflect events or circumstances after the
date they were made. |
 4 This communication is being made in respect of the proposed transaction involving ON
and AMIS. In connection with the proposed transaction, ON plans to file with
the SEC a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of ON and AMIS plan to file with the SEC other documents regarding the proposed transaction. The definitive Joint Proxy Statement/ Prospectus
will be mailed to stockholders of ON and AMIS. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain free
copies of the Registration Statement and the Joint Proxy
Statement/Prospectus (when available) and other documents filed with the SEC by ON and AMIS through the web site maintained by the SEC at www.sec.gov. In addition, investors and security
holders will be able to obtain free copies of the Registration Statement and
the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC from ON by directing a request to ON Semiconductor Corporation, 5005
East McDowell Road, Phoenix, AZ, 85008, Attention: Investor Relations (telephone: (602) 244-3437) or going to ON’s corporate website at www.onsemi.com, or from AMIS by directing a request to AMIS Holdings, Inc., 2300
Buckskin Road Pocatello, ID, 83201, Attention: Investor Relations (telephone: 208-233-4690) or going to AMIS’ corporate website at www.amis.com. ON and AMIS, and their respective directors and executive officers, may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding ON’s directors and executive officers is contained in its annual proxy statement filed with the SEC on April 11, 2007. Information regarding AMIS’ directors and executive officers is contained in AMIS’ annual proxy statement filed with the SEC on May 24, 2007. Additional information regarding the interests of such potential participants will be included in
the Joint Proxy Statement/Prospectus and the other relevant documents filed with the SEC (when available). |
 5 A Winning Combination Over 90 Years of Semiconductor Expertise • World class, high volume, cost effective products • Leading standard products in Automotive, Computing, Consumer and Communications end markets • Industry leader in power management LTM Revenue: $1,560MM LTM EBITDA: $388MM LTM Free Cash Flow (1) : $223MM • Leader in analog and mixed signal technology and design • Automotive products leader • Leading custom products in Medical, Mil/Aero and Industrial end markets • 8-10 years average product lifespan LTM Revenue: $619MM LTM EBITDA: $134MM LTM Free Cash Flow (1) : $25MM (1) Free cash flow defined as operating cash flow less capital
expenditures. • Manufacturing synergies • Operating expense savings • Tax savings • Capital expenditure reductions Synergies |
 6 Transaction Overview Terms Each share of AMIS will be exchanged for 1.150 ON shares Consideration Stock-for-stock transaction valued at approximately $915 million Pro Forma Ownership 74% ON shareholders, 26% AMI shareholders Board of Directors Expanded to 8 Members with the addition of Christine King, AMIS CEO Share Repurchase Board authorized an additional 20MM share increase to ON’s existing stock repurchase program. Total of 50MM shares available, approximately
50% of the shares to be issued in this transaction Anticipated Close First half of 2008 Conditions Approval by ON and AMIS shareholders, customary closing conditions and regulatory approvals. Voting Agreements Stockholders holding approximately 24% of the voting stock of AMIS and the executive officers of both companies have entered into voting agreements in support of the transaction |
 7 Transaction Rationale Accelerates ON’s Analog Transformation • Expands mixed signal design and product capability • Over 88% of AMI’s custom products / design wins are sole sourced • Higher margin product portfolio with products that have long product cycles • Pro Forma LTM gross margins of 40% Strengthen End Market Presence and Gain Entry into New Markets • Expands presence in automotive, consumer, communications and industrial end markets • Gain entry into high growth, higher margin medical market and high- margin Mil/Aero market • Increase value proposition to end customers with both leading standard and custom products Leverage ON’s Operational Excellence to Drive Cost Savings • Successful track record of cost reduction and rationalization to improve profitability of combined business • Utilize advanced sub-micron Gresham fabrication facility to drive cost savings and extend product roadmap • Consolidate combined company’s manufacturing network Significant Scale and Cash Flow Generation • Pro Forma LTM revenues of $2.2 billion* • Pro Forma LTM EBITDA of $522 million* (with zero synergies) • Pro Forma LTM free cash flow of $248 million* • Potential to accelerate revenue growth of combined companies • Accretive to earnings per share exiting 2008* •Represents combined financials as reported for the last twelve months ending September 2007 for ON Semiconductor and AMI Semiconductor. Free cash flow defined as operating cash flow less capital expenditures. Earnings per share excludes
amortization of intangibles |
 8 Standard 12% Custom 88% Standard / Discrete 49% Custom / Integrated Circuits 51% LTM Revenue $1,560MM / LTM Revenue $619MM LTM Revenue* $2,179MM Note: Charts do not include revenue from manufacturing services. * Represents combined financials as reported for the last twelve months ending September 2007 for ON Semiconductor and AMI Semiconductor. Diversified Product Platform Discrete 65% Integrated Circuits 35% A Leader in Mixed Signal & Analog Technologies |
 9 Automotive 27% Mil. / Aero 8% Medical 17% Communications 8% Industrial 25% Computing 9% Consumer 6% Computing 23% Industrial 13% Wireless 19% Networking 7% Automotive 17% Consumer 21% / Note: Not all segments included. Charts do not include revenue from manufacturing services. Balanced End Market Presence Computing 19% Industrial 17% Communications 20% Mil. / Aero 2% Consumer 17% Automotive 20% Medical 5% * Represents combined financials as reported for the last twelve months ending September 2007 for On Semiconductor and AMI Semiconductor. LTM Revenue $1,560MM LTM Revenue $619MM LTM Revenue* $2,179MM |
 10 ON Market Segments Automotive and Power Regulation Computing Products Digital and Consumer Products Standard Products AC-DC / DC-DC converters Linear regulators PWM
controllers LDO
VCore Controllers Gate
Drivers DDR Memory Controllers Low / Medium Voltage MOSFETS Filters / Protection Audio
Amps DC-DC converters Analog switches LED drivers ESD
protection ECL Clocks Small signal transistors Standard logic ICs Small signal diodes $427 $349 $174 $500 Revenue: Revenue: Revenue: Revenue: Note: Product Revenues represent last twelve months ending September 2007.
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 11 AMI Market Segments Automotive Industrial Medical Communications Military and Aerospace Revenue: $169M Revenue: $157M Revenue: $104M Revenue: $48M Revenue: $48M In-Vehicle Sensors Stability Control Engine Management Drive by Wire Headlight Control Factory Automation Industrial Networking Wireless Security Energy Metering Medical Imaging Audiology Implantable Devices Diagnostic Therapy Power over Ethernet Wireless Base Stations Switches & Routers Optical Networking Cockpit Displays Guidance Systems Infrared Imaging Applications: Applications: Applications: Applications: Applications: Note: Revenues represent last twelve months ending September 2007.
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   12 Pro Forma Combined Revenue: $410MM (2) Bolster Existing End Markets - Automotive Applications Applications Communications Electromagnetic Mirrors and Glass Infotainment Instrumentation Stability & Suspension Lighting Collision Avoidance Engine Control USB Electronic Transmission Antilock Braking Safety Airbag Traction Control Security Active Noise Cancellation Multi-zone Climate Control Auto Toll Payment Compass LED Brake Lights Backup Sensor Power Window Sensor Angular Acceleration Sensors Seat Position & Seat Heating Steering Wheel Sensors Transmission Control & Gearbox Position Sense Brake Pressure Tire Pressure Monitor Engine Control Headlights Smart Fusebox Rain Sensor Dashboard Electronics Keyless Entry Customers Revenue: $241MM (1) (1) (1) Revenue: $169MM (1) (1) (1) (1) Revenues represent last twelve months ending September 2007. (2) Represents combined financials as reported for the last twelve months ending
September 2007 for ON Semiconductor and AMI Semiconductor. Customers
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 13 Customers Customers Applications Military Radios / Battlefield Communications Cockpit Displays Guidance Systems Munitions / Missile Systems Night Vision Applications • LTM Revenues of $104MM (1) • ~70 Customers Including Top 7 Medical Companies • Leadership Position with 10% Market Share (2) • LTM revenues of $48MM (1) • Ranked #3 with 8% Market Share (3) New Market Opportunities (2) Based on Company estimates and Gartner data for 2006. (3) Based on Gartner data for 2006 Military / Aerospace ASIC market share. Military / Aerospace Medical Hearing Aids Neurological Stimulus Management Cardiovascular Management / Pacemakers Body Temperature Sensing Blood Glucose Monitoring CT Scan Ultrasound Portable X-ray Pulse Oximeters Blood Oxygen/Chemistry Monitoring (1) Revenues represent last twelve months as of September 29, 2007. Implantable Defibrillators External Portable Defibrillators Cochlear Implants ECG Monitoring |
 14 Broad and Deep Customer Relationships |
 15 Leverage ON’s Operational Excellence Highlights: • Semiconductor International named “Top Fab of 2002” • Quality Magazine named “Quality Plant of the Year 2005 Honoree” • Mil/Aero certifications & NSA “Trusted Fab Status” (Q4’05) • Best-in-Class Prototype & Production Cycle Times • Hi-Tech Yield & Failure Analysis Equipment & Systems • Future Technology potential with 90nm/65nm capable Research & Development tool set Gresham Fabrication Facility Achieve Operational Synergies Extend AMI’s High Voltage and Low Power Offerings Accelerate Margin Growth |
 16 Leshan, China Aizu, Japan Gresham, OR Phoenix, AZ Roznov, Czech Republic Pietsany, Slovakia Seremban, Malaysia (Site 1 & 2) Carmona, Philippines Oudenaarde, Belgium Pocatello, Idaho Key Locations Global Manufacturing Infrastructure Back-end Facilities: • Leshan, China • Seremban, Malaysia (Site-1) • Carmona, Philippines Wafer Facilities: • Roznov, Czech Republic Front-end Facilities: • Phoenix, Arizona • Gresham, Oregon • Aizu, Japan • Pietany, Slovakia • Seremban, Malaysia (Site-2) • Roznov, Czech Republic Legend Front-end Facilities: • Pocatello, Idaho • Oudenaarde, Belgium Back-end Facilities: • Calamba, Philippines Calamba, Philippines |
 17 Financial Overview ON (1,2) AMIS (1,2) Combined (3) Last Twelve Months $522 $134 $388 EBITDA Employees Operating Margin Gross Margin Revenue 14,675 2,984 11,691 17.4% 13.6% 18.9% 40.0% 44.5% 38.2% $2,179 $619 $1,560 ($MM) • Large revenue base with over $2 billion in LTM revenue • Strong combined gross and operating margins • Significant cash flow generation (1) Revenues represent last twelve months ending September 2007 for ON Semiconductor and
AMI Semiconductor. (2) Non-GAAP Operating Margin excludes amortization of
acquisition and related intangibles and restructuring and impairment charges. (3) Represents combined financials as reported for the last twelve months ending
September 2007 for ON Semiconductor and AMI Semiconductor. |
 18 Significant Revenue Scale * Represents combined financials as reported for the last twelve months ending September 2007 for ON Semiconductor and AMI Semiconductor. ** As of 12/31/2006. / * ($ in millions) Combined Company Generates Economies of Scale and Improved Financial Performance ** $2,739 $2,546 $2,362 $2,179 $1,857 $1,657 $1,560 $1,316 $1,072 $725 $9,741 $10,923 $13,742 |
 19 Generating Substantial EBITDA (Excludes Synergies) * Represents combined financials as reported for the last twelve months ending September 2007 for ON Semiconductor and AMI Semiconductor. ** As of 12/31/2006. / * ($ in millions) Note: Excludes one time items. ** $2,116 $1,352 $761 $615 $565 $522 $458 $388 $273 $234 $177 $4,435 |
 20 And Significant Free Cash Flow Free Cash Flow Yield (FCF/ Market Capitalization): * Represents combined financials as reported for the last twelve months ending September 2007 for ON Semiconductor and AMI Semiconductor divided by the combined market capitalization. ** Represents annualized combined financials as reported for the last three months ending September 2007 for ON Semiconductor and AMI Semiconductor divided by the combined market capitalization. *** As of 12/31/2006. / * Market capitalization as of December 12, 2007 *** / ** (3Q annualized) 8.9% 8.7% 8.4% 7.8% 7.5% 7.0% 6.5% 6.3% 6.3% 6.2% 3.4% 1.7% NM |
 21 Transaction Rationale Accelerates ON’s Analog Transformation • Expands mixed signal design and product capability • Over 88% of AMI’s custom products / design wins are sole sourced • Higher margin product portfolio with products that have long product cycles • Pro Forma LTM gross margins of 40% Strengthen End Market Presence and Gain Entry into New Markets • Expands presence in automotive, consumer, communications and industrial end markets • Gain entry into high growth, higher margin medical market and high- margin Mil/Aero market • Increase value proposition to end customers with both leading standard and custom products Leverage ON’s Operational Excellence to Drive Cost Savings • Successful track record of cost reduction and rationalization to improve profitability of combined business • Utilize advanced sub-micron Gresham fabrication facility to drive cost savings and extend product roadmap • Consolidate combined company’s manufacturing network Significant Scale and Cash Flow Generation • Pro Forma LTM revenues of $2.2 billion* • Pro Forma LTM EBITDA of $522 million* (with zero synergies) • Pro Forma LTM free cash flow of $248 million* • Potential to accelerate revenue growth of combined companies • Accretive to earnings per share exiting 2008* * Represents combined financials as reported for the last twelve months ending September 2007 for ON Semiconductor and AMI Semiconductor. Free cash flow defined as operating cash flow less capital expenditures. Earnings per share excludes amortization of intangibles |