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Actionable news in FCS: Fairchild Semiconductor International, Inc.,

Written communication relating to third party tender offer

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

(Name of Subject Company)

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

(Name of Persons Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

303726103

(CUSIP Number of Class of Securities)

Paul D. Delva

Senior Vice President, General Counsel and Secretary

3030 Orchard Parkway

San Jose, California 95134

(408) 822-2000

(Name, address and telephone numbers of person authorized to receive notice and communications

on behalf of the persons filing statement)

With copies to:

David C. Karp

Ronald C. Chen

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

The information set forth under Items 1.01, 5.02, 5.03 and 8.01, of the Current Report on Form 8-K filed by Fairchild Semiconductor International, Inc. on November 18, 2015 (including all exhibits attached thereto and incorporated therein by reference), is incorporated herein by reference.

Important Information

The tender offer for the outstanding common stock of Fairchild referred to in this document has not yet commenced. This document is not an offer to purchase or a solicitation of an offer to sell shares of Fairchilds common stock. The solicitation and the offer to purchase shares of...


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