ON Semiconductor Corporation filed an 8-K on November 2, 2026, disclosing that its wholly-owned subsidiary Semiconductor Components Industries, LLC entered into an Agreement and Plan of Merger to acquire Ferric, Inc. for up to $775.0 million in total potential cash consideration.

Key Highlights

  • Base consideration: Eligible Ferric securityholders will receive aggregate cash consideration of $600.0 million, subject to customary purchase price adjustments for cash, indebtedness, transaction costs, and working capital.
  • Milestone payments: Eligible Ferric securityholders as of the effective time may also receive up to an additional $175.0 million in cash, contingent on the achievement of certain specified revenue milestones.
  • Deal structure: Merger Sub (Forge Merger Sub, Inc.) will merge with and into Ferric, with Ferric surviving as a wholly-owned subsidiary of Semiconductor Components Industries, LLC.
  • Expected closing: According to the filing, onsemi currently expects the Merger to close in the fourth quarter of 2026.
  • Regulatory condition: Closing is subject to, among other conditions, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
  • Stockholder Representative: Shareholder Representative Services LLC, a Colorado limited liability company, is party to the Merger Agreement solely in its capacity as Stockholder Representative.

Onsemi's Agreement to Acquire Ferric, Inc.: Terms and Structure

According to the filing, on November 2, 2026, Semiconductor Components Industries, LLC, a Delaware limited liability company and wholly-owned subsidiary of ON Semiconductor Corporation ("onsemi"), entered into an Agreement and Plan of Merger with Forge Merger Sub, Inc., Ferric, Inc., and Shareholder Representative Services LLC. The filing identifies onsemi's common stock as traded on The Nasdaq Stock Market LLC under the symbol NASDAQ:ON. Under the agreement, Forge Merger Sub, Inc. will merge with and into Ferric, with Ferric surviving the merger as a wholly-owned subsidiary of the Purchaser.

The filing states that at the effective time of the Merger, eligible Ferric securityholders will be entitled to receive their applicable share of aggregate consideration of $600.0 million in cash, subject to customary purchase price adjustments. In addition, those eligible securityholders will be entitled to receive their applicable share of up to an aggregate of $175.0 million in cash, payable upon the achievement of certain specified revenue milestones as set forth in the Merger Agreement.

The Merger Agreement, according to the filing, contains customary representations, warranties, covenants, and agreements, and is subject to customary closing conditions including antitrust clearance. The filing notes that onsemi issued a press release on November 2, 2026 announcing the execution of the Merger Agreement, which is attached as Exhibit 99.1. The filing further notes that the Merger Agreement is incorporated by reference "to provide information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about onsemi or Purchaser in any public reports." The filing also contains forward-looking statements that are the company's own and subject to its cautionary language, including risks described in onsemi's 2025 Annual Report on Form 10-K filed with the SEC on February 9, 2026.

What Was Disclosed

ON Semiconductor Corporation disclosed the execution of a merger agreement to acquire Ferric, Inc. for $600.0 million in base cash consideration plus up to $175.0 million in revenue milestone payments, with closing expected in the fourth quarter of 2026, subject to regulatory and other customary conditions.