Navitas Semiconductor Corporation (NasdaqGM:NVTS) acquired GeneSiC Semiconductor Inc. from Ranbi Singh for approximately $270 million on August 15, 2022. Under the terms of agreement, the total consideration for all of Sellers' equity interests in GeneSiC acquired by Navitas in the Merger consisted of approximately $100 million in cash (subject to customary purchase price adjustments) and 24,883,161 shares of Navitas common stock. The Merger Agreement also includes possible earn-out payments of up to $25 million conditioned on the achievement of substantial revenue targets for the GeneSiC business over the four fiscal quarters ending September 30, 2023. All of the shares of Navitas common stock issued in the Merger are subject to restrictions on transfer for six months following the closing date. In addition, 50% of the shares issued in the Merger are subject to further restrictions on transfer until October 19, 2023, which latter restrictions are subject to release (but not before six months following the closing date) if the closing price of Navitas common stock equals or exceeds $20 per share on any 20 trading days (whether or not consecutive) in any period of 30 consecutive trading days. GeneSiC will survive the acquisition and will be operated as subsidiary of Navitas.

Post completion of the acquisition, Singh joins Navitas as Executive Vice-President for the GeneSiC business and Navitas expects to retain all members of the GeneSiC team. The transaction is subject to receive approval from Hart-Scott-Rodino Antitrust Improvements Act. The Boards of Directors of each of Navitas Semiconductor and GeneSiC Semiconductor have approved the merger.

Navitas expects the GeneSiC acquisition will accelerate its expansion into higher-power markets by two to three years, with immediate Q3 revenue in synergistic solar, energy storage and EV markets, among other industrial markets. The transaction is immediately accretive to Navitas as GeneSiC is highly profitable, with more than 25% EBITDA margins and is also expected to be immediately accretive to Navitas' earnings per share. Jefferies LLC acted as financial advisor to Navitas and Banc of America Securities LLC acted as financial advisor to GeneSiC. Thomas Farrell of TCF Law Group, PLLC acted as legal advisor to Navitas and John Gaffney of Gibson, Dunn & Crutcher LLP acted as legal advisor to GeneSiC. Stephen Infante, Todd Mortensen and David Schwartzbaum of Covington & Burling LLP acted as legal advisors to the seller in the transaction.

Navitas Semiconductor Corporation (NasdaqGM:NVTS) completed the acquisition of GeneSiC Semiconductor Inc. from Ranbir Singh on August 15, 2022.