Transphorm Inc. acquired in cash deal by Renesas Electronics America By Investing.com

In a significant move within the semiconductor industry, Transphorm, Inc., a Delaware-based company specializing in semiconductors and related devices, has been acquired by Renesas Electronics America Inc. The completion of the merger was officially announced today, marking the culmination of a deal that sees the former NASDAQ-listed company, Transphorm, become a wholly owned subsidiary of Renesas.

The transaction was structured as a merger, with Renesas’ subsidiary, Travis Merger Sub, Inc., merging with and into Transphorm. As a result of the merger, each issued and outstanding share of Transphorm’s common stock has been converted into the right to receive $5.10 in cash, excluding shares held as treasury stock, by Parent or Merger Sub, or by stockholders who have validly sought appraisal rights.

In line with the merger agreement, the rights of Transphorm’s security holders have been materially modified. All outstanding awards of Transphorm restricted stock units (RSUs) and options were treated according to the terms of the merger, with vested RSUs converted into cash rights and unvested RSUs subject to conversion into restricted stock units of the Guarantor, Renesas Electronics Corporation, or cash payments.

Moreover, the merger prompted changes in Transphorm’s corporate governance. The company’s board of directors, as well as certain officers, have seen departures and new appointments. Notably, Sailesh Chittipeddi has been appointed as the sole director of Transphorm post-merger.

As part of the transition, Transphorm has notified The Nasdaq Stock Market LLC of the merger’s consummation and requested the delisting of its common stock. Subsequently, the company will also file a Form 15 with the SEC to terminate the registration of the common stock and suspend its reporting obligations.

The total consideration paid by Parent for the acquisition of Transphorm’s equity amounts to approximately $345 million. This strategic acquisition is expected to bolster Renesas’ portfolio and market position within the semiconductor space.

This report is based on a press release statement and provides a factual summary of the merger as detailed in the SEC filing by Transphorm, Inc.

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