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 AMIS employees on December 17, 2007 regarding ON’s business.
 1 The Power of ON Semiconductor About ON Semiconductor December 2007 |
 2 Safe Harbor Statement and 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. 425 Language |
 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 Safe Harbor Statement and 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.”
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 6 President and Chief Executive Officer Keith Jackson MANUFACTURING SERVICES Bill George STANDARD PRODUCTS Bill Hall LEGAL Sonny Cave HUMAN RESOURCES Colleen McKeown COMPUTING PRODUCTS Bill Schromm AUTOMOTIVE AND POWER REGULATION PRODUCTS Andy Williams SALES AND MARKETING Bob Mahoney CHIEF OPERATING OFFICER John Nelson FINANCE Donald Colvin DIGITAL AND CONSUMER PRODUCTS Manor Narayanan |
 7 From the Socket to the Pocket™ ON Semiconductor is aligning its resources to become the leading supplier of premier power solutions worldwide. |
 8 3Q07 Revenues: $402.9Million • Leading supplier of both power analog and power discrete components • Significant portfolio breadth • Global penetration of key applications and regions • Leveraging capabilities in low cost manufacturing • More 2 billion products shipped monthly |
 9 Segment and Regional Profile |
 10 Worldwide Presence |
 11 |
 12 |
 13 Product and Technology Progress • Significant new products • AC-DC and DC-DC converters and controllers for power efficiency • Dual-edge VRM power controllers • Class D Audio Amplifiers for high-fidelity sound • LED Drivers for flash and LCD backlighting • Drivers and Pre-Drivers for automotive electric motors • Protection devices for a wide range of electrical transients • MOSFETs, diodes, and transistors in micro-packages • Significant progress on critical technologies • VHVIC3 • PS5LV • Trench |
 14 Power Supplies • Power Efficiency Leadership • Solutions for all power supply efficiency areas • Active mode – save power when devices are consuming the most energy • Standby mode – save power when devices are idle (most of the time) • Power factor correction – enhance the efficiency of the electric grid • GreenPoint™ family of efficient power supply solutions • 80 PLUS® compliant ATX - 2005 • CRT and LCD TV power supplies – 2006 • Notebook and monitor power adapters - 2006 • Printer and game console power adapters - 2007 |
 15 Portable Consumer Protection for Audio Lines, Keypads, and Battery Charging Audio Subsystems Filtering for Camera Interface and LCD Interface Display and Flash LED Lighting Battery Charging Control Data Switching |
 16 Automotive Powertrain Exterior Lighting Safety & Chassis Driver Information & Telematics Interior Lighting Audio & Infotainment Body |
 17 Computing Core Power Chipset Power DDR Power For Notebooks, Desktops, Game Boxes, Displays, Adapters • Multi-Phase Controllers • DC-DC Switching Regulators • MOSFET Drivers • AC-DC Conversion • Battery Chargers • Linear/LDO Regulators • LED Drivers • Voltage Supervisors |
 18 ON Semiconductor is ideally situated to be the preferred power management solutions supplier: – We have the necessary system knowledge to meet tomorrow’s power management challenges; – We have the analog and power IC design expertise to translate our understanding into real products; – We have the broad portfolio to offer both parts and system solutions; – We have the manufacturing capability to deliver them at the right value point; – We have the supply chain management expertise to ensure you get your parts when you want them, where you want them, and how you want them. Conclusion |
 19 The Culture of ON Semiconductor |
 20 ON Semiconductor Mission and Vision ON Semiconductor Mission and Vision Vision Vision ON Semiconductor is dedicated to becoming the premier supplier of performance power solutions worldwide. Mission Statement Mission Statement To provide our customers with high quality, cost effective solutions to solve the demanding power management and circuit protection design challenges. |
 21 Respect Integrity Initiative The Center of Our Success |
 22 |
 23 Product Leadership Customer Intimacy Supply Chain Manufacturing Customer Service Sales Sales and Applications Product Marketing Customer Service Product Marketing Design Technology Applications Operational Excellence (Lowest Cost Producer) Organizational Leadership and Roles |
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 25 ON Semiconductor is dedicated to the recognition and reward for the contributions
provided by our technical community. ON Semiconductor views its technical talent as a key differentiator for the successful implementation of ON Semiconductor’s Vision
statement. Recognition Program Categories Technical Ladder Patents Technical Publications Innovative Product Awards Engineering Excellence Awards Technical Recognition Overview Innovative Products Awards Engineering Excellence Awards Technical Recognition Technical Ladder Career Path Patents Technical Publications |
 26 The Technical Ladder is a career progression path for the advancement of technical contributors at ON Semiconductor. It provides equivalent compensation and structure to the managerial advancement path. The Technical Ladder is a path of opportunity for technical contributors and technical managers at ON Semiconductor. The Technical Ladder recognizes and rewards technical contributors globally. The Technical Recognition Council oversees the Technical Ladder program. Technical Ladder Career Path |
 27 A technical contributor is a person whose primary function is to contribute to the corporation by providing technical expertise in a specific area of knowledge in an engineering discipline. A technical contributor may or may not have reports. Some examples of technical contributors include: Engineers Process Design Manufacturing and Test Product and Quality Field application engineers Scientists Technical Contributor |
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