Fairchild offer accepted


TAIPEI, Taiwan (AP) – Taiwanese chipmaker System General Corp. said Thursday its board accepted a tender offer for all of the company’s outstanding shares from Fairchild Semiconductor International Inc., based in South Portland, Maine.

The takeover is valued at estimated 6.32 billion New Taiwan dollars (US$194.2 million; euro147.9 million), based on Fairchild saying Tuesday it expected to offer NT$93 a share in cash for the Taiwanese company’s 68 million outstanding shares.

System General is Taiwan’s largest maker of power conversion chips for computers by revenue, and also supplies chips for use in liquid crystal display monitors, printers and consumer products. The company focuses on the Taiwan and China markets. Fairchild makes a wide range of power semiconductors with a market focus on China and South Korea.

“The board supports the deal,” System General spokeswoman Chen Yu-lin said, adding the company’s major shareholders and management agreed to sell a combined stake of more than 30 percent to Fairchild.

System General’s board decided at Thursday’s meeting that investors who don’t sell their shares to Fairchild before the offer ends Jan. 31 can swap each of their System General shares for 9.3 Fairchild shares, said Chen. But the share-swap ratio will require approval from System General’s shareholders.

As part of the deal, System General’s 250 employees and management team will join Fairchild and will continue operating under its current name.

System General and Fairchild will combine their power conversion businesses to form a single unit targeting worldwide power conversion applications.

Fairchild said Monday it sees the deal being neutral to its 2007 earnings and add to profit in 2008 and after.