ON Semi (ONNN) Announces Completion of Aptina Imaging Acquisition; Updates Q3 Outlook

ON Semiconductor (NASDAQ: ONNN) announced the completion of its acquisition of Aptina Imaging. The total consideration of approximately $400 million in cash for the acquisition of Aptina Imaging was funded by cash on the balance sheet and ON Semiconductor’s existing revolving line of credit.

“With a broad portfolio of products and industry-leading technological capabilities, ON Semiconductor is well positioned to provide the most competitive imaging solutions for a broad range of applications,” said Keith Jackson, president and CEO of ON Semiconductor. “The acquisition of Aptina Imaging is a step towards our stated strategic goal of expanding our presence in the automotive, industrial and smartphone end-markets. I am pleased to welcome the employees of Aptina Imaging to ON Semiconductor and I look forward to the opportunities that this transaction creates for our customers, investors and employees.”

ON Semiconductor expects to establish a new reporting segment, which will incorporate the financial results of the company’s consolidated sensor businesses, including the recent acquisitions of Aptina Imaging and Truesense Imaging, and ON Semiconductor’s existing optical, image and touch sensor businesses. The company expects to begin reporting financial results for the newly created segment from the third quarter of 2014.

Taner Ozcelik, has been named Senior Vice President of the Aptina image sensor business and will report to Keith Jackson, president and CEO of ON Semiconductor. Mr. Ozcelik joins the company from Aptina, where he was leading the Automotive and Embedded business as Senior Vice President. Prior to joining Aptina, Mr. Ozcelik directed product development at NVIDIA, where he held various executive positions including Vice President and General Manager of Automotive and Embedded business. Before joining NVIDIA in 2004, Mr. Ozcelik held the roles of CEO at MobileSmarts and Vice President & General Manager for Sony Semiconductor’s Digital Home Platform Division.

Third Quarter Financial Guidance Update

For the third quarter of 2014, the recent acquisition of Aptina Imaging will likely contribute revenue in the range of $60 million to $70 million. The impact on GAAP net income for the third quarter of 2014 is expected to be negative due to costs related to restructuring, fair market value step-up of inventory, and other acquisition related items. Excluding the costs related to restructuring, fair market value step-up of inventory, and other acquisition related items, the acquisition of Aptina Imaging is expected to be slightly accretive to the Company’s non-GAAP net income for the third quarter of 2014. As the Company has just closed the acquisition of Aptina Imaging, its ability to provide more comprehensive guidance on margins and other income statement line items related to the impact of acquisition on the third quarter results is limited.

*** The Street sees Q3 EPS of $0.22 and overall revs of $785.4 million.

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