Fairchild received what it described as an unsolicited offer from ON to buy it for $21.70 per share.
But Fairchild had already agreed to be bought by ON Semi for $20 a share, and it looks like that deal will stand.
In a statement, Fairchild Semi said its board of directors had conducted a review with its lawyers and its financial advisors at Goldman Sachs.
Fairchild said it had “concluded that the unsolicited proposal received on December 7 2015 to acquire Fairchild for $21.70 per share in cash would not reasonably be expected to result in a ‘superior proposal’”.
The board said that it would stick by the original agreement.
In a filing with the SEC, Fairchild said it considered the first offer was better because it offered “greater closing certainty”.