Fairchild wins Majority in Offer for System General

Fairchild Semiconductor, the leading global supplier of power semiconductors, today announced that as of January 11, 2007 at least 53 percent of System General shares had been tendered in response to Fairchild's tender offer announced on January 2, 2007, effectively ensuring the company will acquire the Taipei-based analog semiconductor company

As the minimum acceptance level for the tender was 50.1 percent of outstanding shares, Fairchild now expects to end its tender offer on January 31, 2007 in Taipei, purchase the majority of System General's shares in early February, and assume legal control of System General in mid-March. Completion of the tender offer remains subject to regulatory approvals, which the company expects to obtain. The company expects to complete a share swap and merger and assume 100 percent ownership of System General by the end of the second quarter of 2007.

"We are pleased that we were able to achieve a successful tender in only eight trading days," said Mark Thompson, Fairchild's president and CEO. "We believe that receiving support from the System General management team, board of directors, and a majority of shareholders reflects a clear recognition of the benefit to both companies in combining System General's experienced power analog executives, their growing portfolio of analog power semiconductors, and their design and applications engineering teams with Fairchild's global position in power semiconductors.

With the addition of System General, Fairchild is poised to become a world leader in the AC/DC offline power conversion market. We believe this investment in a leading company with a strong Taiwan-based R&D design center, will enhance the combined company's abilities to service local power supply manufacturers, and help strengthen System General's technical and innovation capabilities," said Thompson.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. New Conversion Co., Ltd., a subsidiary of Fairchild, has filed a tender offer circular with the Taiwan Financial Supervisory Commission (the "FSC"). System General shareholders are strongly advised to read the tender offer circular (including the offer to purchase and related tender offer documents) and the related public notice filed by Fairchild's subsidiary with the FSC, because they contain important information - Fairchild Semiconductor.