Acquisitions

9 Months Ended

Oct. 02, 2020

Note 4: Acquisitions

Acquisition of Quantenna

On June 19, 2019, the Company acquired 100% of the outstanding shares of Quantenna Communications, Inc. ("Quantenna"), a global leader and innovator of high performance Wi-Fi solutions, whereby Quantenna became a wholly-owned subsidiary of the Company. The purchase price consideration for the acquisition totaled $1,039.3 million.

Pro-Forma Results of Operations

The following unaudited pro-forma consolidated results of operation for the quarters and nine months ended October 2, 2020 and September 27, 2019 have been prepared as if the acquisition of Quantenna had occurred on January 1, 2018 and includes adjustments for amortization of intangibles, interest expense from financing, restructuring, and the effect of purchase accounting adjustments including the step-up of inventory (in millions):


	Quarters Ended				Nine Months Ended
	October 2, 2020		September 27, 2019		October 2, 2020		September 27, 2019
Revenue	$	1,317.3	$	1,381.8	$	3,808.7	$	4,211.4
Net income (loss)	159.9		(43.1)		146.3		160.9
Net income (loss) attributable to ON Semiconductor Corporation	159.3		(43.8)		144.9		159.1
Net income (loss) per share of common stock attributable to ON Semiconductor Corporation:
Basic	$	0.39	$	(0.11)	$	0.35	$	0.39
Diluted	$	0.38	$	(0.11)	$	0.35	$	0.38

Pending Acquisition of Manufacturing Facility and Related Assets

As previously disclosed, during 2019 the Company entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with GLOBALFOUNDRIES U.S. Inc. (“GFUS”) and GLOBALFOUNDRIES Inc. pursuant to which the Company will acquire GFUS’s East Fishkill, New York site and fabrication facilities and certain other assets and liabilities on or around December 31, 2022 (“Closing Date”), subject to certain conditions, for an aggregate purchase price of $400.0 million in cash, subject to adjustment as described in the Asset Purchase Agreement (the “Total Consideration”). The Company paid GFUS $70.0 million of the Total Consideration in cash as a non-refundable deposit, which will be applied toward and reduce the Total Consideration, on the date of the execution of the Asset Purchase Agreement.

On October 1, 2020, the Company entered into an amendment to the Asset Purchase Agreement (the "APA Amendment") pursuant to which the Company paid GFUS a non-refundable deposit in the amount of $100.0 million in cash on October 5, 2020 ("Additional Deposit"). The Additional Deposit will be applied toward and reduce the Total Consideration, and the remaining $230.0 million of the Total Consideration will be paid on or around the Closing Date. Other terms and conditions of the Asset Purchase Agreement remain unchanged. In connection with this APA Amendment, the Company also entered into an amendment to an ancillary agreement relating to the provision of foundry services entered into in connection with the execution of the Asset Purchase Agreement, which provides the Company certain additional tools and flexibility in its capital expenditures and manufacturing plans for 2021.