Cirrus Logic, Inc. (NasdaqGS:CRUS) entered into an agreement to acquire Lion Semiconductor Inc. for approximately $340 million on July 8, 2021. Cirrus Logic to pay $335 million in cash. Subject to the terms and conditions of the merger agreement, holders of Lion's outstanding stock, options, warrants, and notes will be entitled to receive a portion of the merger consideration of $335 million in cash, which amount will be adjusted for cash, debt, net working capital, transaction expenses, and holdback amounts. Pursuant to the merger agreement, Lion continuing as the surviving corporation and a wholly owned subsidiary of Cirrus Logic. Lion Semicond have 35 employees with operation in San Francisco and Seoul. The closing is subject to the adoption of the Merger Agreement by Lion's stockholders, Section 280G Stockholder Approval and 85% of all employees of Lion Semiconductor or any Lion Semiconductor's Subsidiary, which, for the avoidance of doubt, shall have remained continuously employed with Lion Semiconductor, as applicable, from the Agreement Date through the Closing and shall have signed an Offer Letter and Employee Confidentiality Agreement, and no action shall have been taken by any such individual to rescind any such document. The boards of directors of both companies have unanimously approved the transaction. Cirrus Logic expects the Merger to close in its fiscal second quarter. Lion is expected to be immediately accretive to GAAP and non-GAAP earnings per share, contributing approximately $60 million in revenue between deal close and the end of FY22. Wes Jones, Tom Wilson, Shane Tucker, Todd Way of Vinson & Elkins L.L.P. acted as legal advisor to Cirrus Logic. Glenn Luinenburg and Eric Hanson of Wilmer Cutler Pickering Hale and Dorr LLP acted as legal advisors to Lion Semiconductor. Fortis Advisors LLC acted as agent for Lion's securityholders.

Cirrus Logic, Inc. (NasdaqGS:CRUS) completed the acquisition of Lion Semiconductor Inc. on July 20, 2021. Lion is now a wholly-owned subsidiary of Cirrus Logic. At the acquisition date, total consideration transferred was approximately $280.5 million, inclusive of $4.9 million in cash acquired. During the third quarter of fiscal year 2022 an additional $1.2 million of consideration was paid related to contractual post-closing adjustment provisions. The remaining merger consideration of $31 million is subject to indemnity provisions as outlined in the merger agreement and is recorded as a liability as of December 25, 2021.