Renesas Electronics Corporation (TSE:6723) entered into a definitive agreement to acquire Transphorm, Inc. (NasdaqCM:TGAN) from KKR Phorm Investors L.P., KKR & Co. Inc. (NYSE:KKR) and others for approximately $320 million on January 10, 2024. As part of the transaction, a subsidiary of Renesas will acquire all outstanding shares of Transphorm?s common stock for $5.10 per share in cash, representing a premium of approximately 35% to Transphorm?s closing price on January 10, 2024, a premium of approximately 56% to the volume weighted average price over the last twelve months and a premium of approximately 78% to the volume weighted average price over the last six months.

The transaction values Transphorm at approximately $339 million. The board of directors of Transphorm has unanimously approved the definitive agreement with respect to the transaction and recommended that Transphorm stockholders adopt such definitive agreement and approve the merger. Concurrently with the execution of the definitive agreement, KKR Phorm Investors L.P., which holds approximately 38.6% of Transphorm?s outstanding common stock, has entered into a customary voting agreement with Renesas to vote in favor of the transaction.

The transaction is expected to close in the second half of calendar year 2024, subject to Transphorm stockholder approval, required regulatory clearances and the satisfaction of other customary closing conditions. Citi is serving as financial advisor to Renesas and Goodwin Procter LLP and Covington & Burling LLP are serving as legal counsel. BofA Securities, Inc. is serving as financial advisor to Transphorm and Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel.

As of January 11, 2024, The law firm of Wohl & Fruchter LLP is investigating the fairness of the price of $5.10 per share in cash of the transaction.