Syntiant Corp. entered into a definitive agreement to acquire Consumer MEMS Microphones Business of Knowles Corporation (NYSE:KN) for $150 million on September 18, 2024. The purchase price consists of (i) a payment of approximately $70,000,000 in cash, subject to customary working capital and inventory adjustments, and (ii) $80,000,000 in Buyer Series D-2 preferred stock, par value $0.0001, to be issued upon the Closing. The Company will also share in certain separation costs pursuant to a credit for up to $13.5 million which Buyer may apply to specified separation costs post-Closing. Syntiant has received a customary debt financing commitment letter in connection with the Transaction and expects to raise additional funds through an equity financing. CMM business generated revenues of $256 million in FY 2023. The financing is being led by Structural Capital and Boardman Bay Capital Management. The Company has committed to provide, under certain circumstances, up to $15,000,000 in financing in connection with Buyer's obligation to have $40,000,000 on the balance sheet, which financing would be junior to Buyer's debt financing. The closing of the Transaction is subject to certain regulatory approvals, third party consents, and other customary closing conditions. The closing of the Transaction is expected to occur in the fourth quarter of 2024. Jefferies LLC served as exclusive financial advisor to Knowles and Paul L. Choi and Jonathan A. Blackburn of Sidley Austin LLP served as legal counsel to Knowles Corporation (NYSE:KN). Benjamin A. Potter and Nima J. Mohavedi of Latham & Watkins LLP acted as legal advisor to Syntiant Corp. Needham & Company, LLC acted as financial advisor to Syntiant Corp.

Syntiant Corp. completed the acquisition of Consumer MEMS Microphones Business of Knowles Corporation (NYSE:KN) on December 30, 2024. The acquisition was financed through a collaborative effort led by Khazanah Nasional Berhad and Boardman Bay Capital Management, which provided equity funding, and Structural Capital, which arranged debt financing.