onsemi to Acquire GT Advanced Technologies

onsemi (Nasdaq: ON), a leading supplier of intelligent power and sensing
technologies, and GT Advanced Technologies (“GTAT”), a producer of silicon
carbide (SiC), today announced that they have entered into a definitive
agreement under which onsemi will acquire GTAT for $415 million in cash.

Founded in 1994, GTAT has significant experience in crystalline growth,
including SiC. SiC is a key material for next-generation semiconductors that
provide technical benefits in SiC power switching devices, significantly
improving system efficiency in electric vehicles (EVs), EV charging and
energy infrastructure.

The transaction is expected to better position onsemi to secure and grow
supply of SiC and meet rapidly growing customer demand for SiC-based
solutions in the sustainable ecosystem, including EVs, EV charging and
energy infrastructure. Combining onsemi’s manufacturing capabilities with
GTAT’s technical expertise will accelerate SiC development and position
onsemi to better serve customers as the sustainable ecosystem rapidly ramps
up over the next decade. This enhanced SiC capability will allow onsemi to
assure customers of supply of critical components and to further
commercialize intelligent power technologies.

“This transaction reflects our confidence and stated commitment to
meaningfully invest in silicon carbide solutions to support the creation of
intelligent power and sensing technologies to help build a sustainable
future,” said Hassane El-Khoury, president and chief executive officer of
onsemi. “We are focused on deepening our leadership and innovation in
game-changing technologies that support the automotive and industrial
sectors, and GTAT brings outstanding technical capabilities and expertise in
developing wafering-ready silicon carbide, which we intend to accelerate and
expand to better empower customers in our high-growth end markets. We look
forward to welcoming GTAT’s talented employees to the onsemi team and
driving innovation together.”

“Today’s announcement marks the start of a new chapter for GTAT and is a
testament to the value created by the hard work and strength of our team,”
said Greg Knight, president and chief executive officer of GTAT. “onsemi is
strategically positioned to scale our capabilities, providing the resources
and platform to maximize the potential of our cutting-edge production
techniques and ensure we remain on the forefront of advanced crystalline
growth.”

The acquisition also reinforces onsemi’s commitment to make substantial
investments in disruptive, high-growth technologies, consistent with the
company’s recently announced 2025 target financial model described during
its Analyst Day presentation. As onsemi previously stated, capital
expenditures are expected to be approximately 12% of revenue in 2022 and
2023, as onsemi invests to drive differentiation and leadership, including
in SiC. The transaction is not expected to impact the company’s 2025 target
financial model.

onsemi plans to invest in expanding GTAT’s research and development efforts
to advance 150mm and 200mm SiC crystal growth technology, while also
investing in the broader SiC supply chain, including Fab capacity and
packaging.

The transaction, which has been unanimously approved by the Boards of
Directors of onsemi and GTAT, is expected to close in the first half of
2022. Completion of the transaction is subject to regulatory approvals and
other customary closing conditions. Approval of onsemi’s stockholders is not
required in connection with the proposed transaction.

onsemi intends to fund the transaction through cash on hand and available
capacity under its existing revolving credit facility. The company expects
the transaction to be marginally dilutive to its non-GAAP earnings per share
in the immediate term and to be accretive within one year after close.

About onsemi

onsemi (Nasdaq: ON) is driving disruptive innovations to help build a better
future. With a focus on automotive and industrial end-markets, the company
is accelerating change in megatrends such as vehicle electrification and
safety, sustainable energy grids, industrial automation, and 5G and cloud
infrastructure. With a highly differentiated and innovative product
portfolio, onsemi creates intelligent power and sensing technologies that
solve the world’s most complex challenges and leads the way in creating a
safer, cleaner, and smarter world. Learn more about onsemi at
www.onsemi.com.

About GT Advanced Technologies Inc.

GT Advanced Technologies Inc., through its wholly owned subsidiaries
including GTAT Corporation, is headquartered in Hudson, N.H. USA and
manufactures SiC and sapphire materials for high-growth markets. SiC
materials are fundamental to the accelerated adoption of a new generation of
products such as electric vehicles, high-power industrial motors, and
telecom infrastructure applications. Sapphire materials are fundamental in
advanced optical, mechanical and laser applications, as well as in
aerospace/defense systems. GTAT is a valued supply chain partner in the
diverse markets that it serves. For more information about the company,
please visit www.gtat.com.