Core Viewpoint - ON Semiconductor Corp. is pursuing the acquisition of Allegro Microsystems Inc. with a cash offer of $35.10 per share, valuing the deal at approximately $6.9 billion, including debt, despite Allegro's board deeming the offer "unreasonable" [1][3][5]. Group 1: Acquisition Proposal - ON Semiconductor has engaged Morgan Stanley to advise on the acquisition of Allegro Microsystems, alongside UBS Group [1]. - The initial offer of $34.50 per share was made on September 2, 2024, and was increased to $35.10 per share on February 12, 2025 [3][7]. - Allegro's market capitalization is around $4.5 billion, while ON Semiconductor's market cap is approximately $17 billion [2]. Group 2: Strategic Importance - The merger is seen as strategically significant, combining ON Semiconductor's power and sensing technologies with Allegro's expertise in automotive and industrial markets [2][4]. - ON Semiconductor's CEO emphasized the complementary nature of both companies and the potential benefits for customers and shareholders [4]. Group 3: Financial Aspects - The proposed cash offer represents a 57% premium over Allegro's closing price on February 28, 2025, prior to the acquisition news [5]. - ON Semiconductor has a clear financing plan for the acquisition, utilizing committed financing, available cash, and existing credit facilities [6]. Group 4: Shareholder Engagement - ON Semiconductor has made multiple attempts to engage in constructive discussions with Allegro's board regarding the acquisition [7]. - Allegro's largest shareholder is Japan's Sanken Electric Co., holding approximately 32% of the shares [2].

Core Viewpoint - Onsemi announced an unsolicited takeover bid for Allegro Microsystems valued at $6.9 billion, including debt, with an offer of $35.10 per share, which is higher than the previous offer of $34.50 per share made in September [1] Group 1: Company Actions - Onsemi has been working with advisors to pursue the acquisition of Allegro in recent months, indicating a strategic move within the semiconductor industry [1] - Allegro responded to the offer by stating it was "inappropriate," suggesting potential resistance to the acquisition [1] Group 2: Market Reactions - Following the acquisition announcement, Allegro's stock price rose by 7%, bringing its market capitalization to approximately $4.9 billion, while Onsemi's stock increased by 4.5%, resulting in a market cap of $19.6 billion [2] - Analysts have noted the strategic significance of this potential transaction, highlighting its implications for both companies in the semiconductor sector [2] Group 3: Shareholder Information - The largest shareholder of Allegro is Japan's Sanken Electric Company, which holds about 32% of the shares [3]