December 21, 2015 (Shareholders Foundation) - An investor who currently holds shares of Fairchild Semiconductor Intl Inc (NASDAQ:FCS), filed a lawsuit in effort to halt the proposed takeover of Fairchild Semiconductor Intl Inc by ON Semiconductor Corporation for $20.00 per share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:FCS stockholders by agreeing to sell Fairchild Semiconductor Intl Inc too cheaply via an unfair process to ON Semiconductor Corporation.

On November 18, 2015 ON Semiconductor Corporation (Nasdaq: ON) and Fairchild Semiconductor International Inc. (NASDAQ:FCS) announced that they have entered into an agreement for ON Semiconductor to acquire Fairchild Semiconductor Intl Inc (NASDAQ:FCS) for $20.00 per share in an all cash transaction valued at approximately $2.4 billion.

However, the plaintiff claims that the proposed consideration NASDAQ:FCS shareholders will receive is grossly inadequate and undervalues Fairchild Semiconductor International Inc. Indeed, shares of Fairchild Semiconductor Intl Inc traded in the open market as high as $20.39 per share in May 2015. Fairchild Semiconductor Intl Inc reported that its Total Revenue rose from $1.4 billion for the 52 weeks period that ended on December 29, 2013 to over $1.43 billion for the 52 weeks period that ended on December 28, 2014. In addition, the plaintiff alleges that the process is also unfair to NASDAQ:FCS stockholders.

Shares of Fairchild Semiconductor Intl Inc (NASDAQ:FCS) closed on December 18, 2015 at $20.01 per share.