Indie Semiconductor, Inc. completed the acquisition of Symeo GmbH from Analog Devices, Inc..
January 04, 2022
Share
indie Semiconductor, Inc. (NasdaqCM:INDI) entered into a Share Purchase Agreement to acquire Symeo GmbH from Analog Devices, Inc. (NasdaqGS:ADI) for $30.4 million on October 21, 2021. The consideration is payable as follows, $10 million in cash at closing, $10 million payable in promissory notes in 2023, and up to an additional $5 million is payable in indie Class A common stock upon the completion of each of the first and second four quarter periods following the closing based on revenues earned in such periods in excess of specified milestones. Assuming no adjustment, the maximum number of earnout shares that may be earned for each four quarter period shall not exceed 429,184 shares. The transaction is subject to customary representations and warranties, and is subject to customary closing conditions and regulatory approval, including the submission of a notice pursuant to Sec. 55a Par. 4 AWV to the German Federal Ministry of Economics.
indie Semiconductor, Inc. (NasdaqCM:INDI) completed the acquisition of Symeo GmbH from Analog Devices, Inc. (NasdaqGS:ADI) on January 4, 2022. The consideration consists of (i) $8,705,000 in cash at closing, net of cash acquired of $1,295,000; (ii) a $10,000 promissory note payable in January 2023 with a fair market value of $9,674,000 ; and (iii) an equity-based earn-out of up to 858,369 shares of indie Class A common stock based on future revenue growth. The fair market value of this equity-based earn-out was $8,204,000 on January 4, 2022. The transaction was approved by the German government on January 4, 2022. O'Melveny & Myers LLP acted as legal advisor to indie Semiconductor Inc.
indie Semiconductor, Inc. offers automotive semiconductors and software solutions for advanced driver assistance systems (ADAS), driver automation, in-cabin, user experience (including connected car) and electrification applications. The Company is focused on edge sensors across multiple modalities spanning light detection and ranging (LiDAR), radar, ultrasound and computer vision. It is an approved vendor to Tier 1 automotive suppliers and its platforms can be found in marquee automotive manufacturers around the world. It has design centers in Austin, Texas; Boston, Massachusetts; Detroit, Michigan; San Francisco and San Jose, California; Cordoba, Argentina; Budapest, Hungary; Dresden, Frankfurt an der Oder, Munich and Nuremberg, Germany; Edinburgh, Scotland; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan, and several locations throughout China. The Company is engaged subcontractors to manufacture its products.