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ON Semiconductor to Acquire Truesense Imaging, Inc.

PHOENIX, Ariz. and ROCHESTER, NY April 2, 2014ON Semiconductor (Nasdaq: ONNN), driving energy efficient innovations, today signed a definitive agreement to acquire Truesense Imaging, Inc., a provider of high-performance image sensor devices addressing a wide range of industrial end-markets including machine vision, surveillance, traffic monitoring, medical and scientific imaging, and photography. The acquisition of Truesense Imaging strongly complements ON Semiconductor’s image-sensor business by vastly expanding its technology portfolio and adding more than 200 new customers. Under the terms of the agreement, ON Semiconductor will pay approximately $92 million in cash to acquire Truesense Imaging, subject to customary adjustments at closing. The acquisition will be funded by available cash on ON Semiconductor’s balance sheet.

“The pending acquisition of Truesense Imaging is a step towards our stated strategic goal of expanding our presence in select segments of the industrial end-market,” said Keith Jackson, president and CEO of ON Semiconductor. “With the acquisition of Truesense, we will augment our abilities to deliver a broad range of high-performance image sensors to the industrial end-market and at the same time significantly expand our customer footprint. I am excited about the growth opportunities the combination of the two companies presents in the high-performance imaging market.”

“ON Semiconductor is an ideal strategic fit for Truesense as we share a common vision for expanding the capabilities of high-performance sensors used in the world’s most demanding imaging applications,” said Chris McNiffe, CEO of Truesense Imaging, Inc. “This combination enables us to leverage our technology base and four decades of imaging expertise with ON Semiconductor’s R&D, manufacturing and global logistics infrastructure. We are very excited to join the ON Semiconductor organization and to enable new growth opportunities for both our customers and our employees.”

ON Semiconductor expects the acquisition to be immediately accretive to earnings and margins, excluding any non-recurring acquisition related charges and amortization of acquired intangibles. Based on unaudited results, Truesense Imaging’s revenue for 2013 was approximately $79 million with gross and operating margins of approximately 44 percent and 23 percent, respectively. Truesense Imaging will be incorporated in ON Semiconductor’s Application Products Group (APG) business group. The transaction has been approved by ON Semiconductor’s and Truesense Imaging's boards of directors (or authorized committees thereof) and is anticipated to close before the end of the second quarter of 2014, subject to required regulatory approvals and customary closing conditions.

 

About ON Semiconductor

ON Semiconductor (Nasdaq: ONNN) is driving energy efficient innovations, empowering customers to reduce global energy use. The company offers a comprehensive portfolio of energy-efficient power and signal management, logic, discrete and custom solutions to help design engineers solve their unique design challenges in automotive, communications, computing, consumer, industrial, LED lighting, medical, military/aerospace and power supply applications. ON Semiconductor operates a responsive, 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.

 

About Truesense Imaging, Inc.

Truesense Imaging, Inc. is leading provider of imaging solutions for high-performance applications in the industrial and related end-markets. With 40 years experience and roots in Eastman Kodak’s imaging division, the company has delivered imaging solutions with unrivaled performance for a broad range of demanding applications including machine vision, aerospace and defense, medical imaging, scientific imaging, traffic monitoring, and studio photography. Truesense Imaging is headquartered in Rochester, New York.For more information, visit http://www.truesenseimaging.com.