Fairchild Semiconductor Announces Further Developments in Connection with an Unsolicited Proposal

SAN JOSE, Calif., Dec. 14, 2015 – 

Fairchild Semiconductor International, Inc. (Nasdaq: FCS) ("Fairchild") today announced that its board of directors, after conducting a review and considering the advice of its legal and financial advisors, has concluded that the unsolicited proposal received on December 7, 2015, to acquire Fairchild for $21.70 per share in cash would not reasonably be expected to result in a "Superior Proposal" as defined in Fairchild's Agreement and Plan of Merger with ON Semiconductor Corporation ("ON Semiconductor").

As previously announced on November 18, 2015, Fairchild entered into an Agreement and Plan of Merger with ON Semiconductor (the "Merger Agreement"), under which a wholly owned subsidiary of ON Semiconductor has agreed to acquire all of the outstanding shares of Fairchild common stock for $20.00 per share in cash. Fairchild remains subject to the Merger Agreement and Fairchild's board of directors has not changed its recommendation in support of the Merger Agreement.

For additional information, please refer to Amendment 2 to the Schedule 14D-9 filed today with the Securities and Exchange Commission (the "SEC").

Goldman, Sachs & Co is acting as financial adviser to Fairchild, and Wachtell, Lipton, Rosen & Katz is serving as its legal counsel.

About Fairchild Semiconductor

Fairchild Semiconductor (NASDAQ: FCS) - global presence, local support, smart ideas. Fairchild delivers energy-efficient, easy-to-use and value-added semiconductor solutions for power and mobile designs. We help our customers differentiate their products and solve difficult technical challenges with our expertise in power and signal path products. Please contact us on the web at www.fairchildsemi.com.

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