Semiconductor Components Industries, LLC entered into a definitive agreement and plan of merger?to acquire GT Advanced Technologies Inc. (OTCPK:GTAT) for approximately $420 million on August 25, 2021. The purchase price is subject to adjustments. Pursuant to the terms of the agreement, Semiconductor Components Industries will deposit $15 million in a third-party escrow account for a period of two years to partially secure the indemnification obligations of the indemnifying holders. Semiconductor Components Industries intends to fund the transaction through cash on hand and available capacity under its existing revolving credit facility. After the transaction, GT Advanced Technologies Inc. will operate as a wholly owned subsidiary of Semiconductor Components Industries, LLC. The transaction can be terminated if the merger has not been completed on or before August 25, 2022 (which date may be extended to February 25, 2023 in the event of certain circumstances in the event that applicable regulatory approvals remain pending) or?upon a breach or inaccuracy of any representation and warranty by the other party that would result in the failure of a closing condition to be capable of being satisfied that remains uncured. The transaction is subject to several customary closing conditions, including, the expiration or termination of any applicable waiting period relating to the merger under the Hart-Scott-Rodino Antitrust Improvements, execution of escrow agreement, approval of stockholders of GT Advanced Technologies Inc., accuracy of representations and warranties, material performance with covenants, and the absence of any material adverse effect on GT Advanced Technologies, the retention of at least 70% of GTAT employees, regulatory approvals, the exercise of dissenters? rights by stockholders holding no more than 5% of GTAT?s capital stock and?the consummation of the Luxembourg IP Restructuring and procurement of the related tax insurance policy by GTAT. Certain Series A Preferred stockholders of GT Advanced Technologies holding no less than?fifty-six?percent of the issued and outstanding shares of Series A Preferred Stock and no less than a majority of the outstanding shares of common stock have entered into support and voting agreements, pursuant to which such stockholders have agreed to vote in favor of the adoption of the merger agreement. The Board of Directors of Semiconductor Components Industries, LLC and GT Advanced Technologies Inc. unanimously approved the transaction. The Directors of GT Advanced Technologies recommended that stockholders of GT Advanced Technologies adopt the merger agreement.?Approval of stockholders of ON Semiconductor Corporation is not required in connection with the proposed transaction. The transaction is expected to be completed in the first half of 2022. The transaction is not expected to be marginally dilutive to its?non-GAAP?earnings per share in the immediate term and to be accretive within one year after close. Eric T. McCrath and Erik G. Knudsen of Morrison?& Foerster LLP acted as the legal advisors to Semiconductor Components Industries, LLC. Stephen Kuhn?and Brittain Rogers of Akin Gump Strauss Hauer?& Feld LLP acted as the legal advisors to GT Advanced Technologies Inc. Cowen and Company, LLC acted as the financial advisor to GT Advanced Technologies Inc. and Greenhill & Co., Inc. (NYSE:GHL) acted as the financial advisor to Semiconductor Components Industries, LLC. Semiconductor Components Industries, LLC completed the acquisition of GT Advanced Technologies Inc. (OTCPK:GTAT) on November 1, 2021.