On Semiconductor 8-K Report, Material Agreement (Dec 10, 2024)

On December 9, 2024, onsemi (ON Semiconductor Corporation) and its wholly-owned subsidiary Semiconductor Components Industries, LLC entered into a Stock Purchase Agreement with Qorvo US, Inc. to acquire Qorvo's Silicon Carbide Junction Field-Effect Transistor (SiC JFET) technology business, including United Silicon Carbide, Inc. and Qorvo Philippines Silicon Carbide, Inc. The base purchase price is $115 million^a in cash, subject to customary purchase price adjustments.

Closing is subject to customary conditions, including completion of certain pre-closing transactions and retention of certain key employees, and is expected in the first quarter of 2025. Either party may terminate if the transaction has not closed by April 9, 2025. According to the company's press release, the acquisition is intended to complement onsemi's EliteSiC power portfolio and address high energy efficiency and power density needs in AC-DC power supply units for AI data centers, as well as emerging markets such as EV battery disconnects and solid-state circuit breakers.

The investor presentation states the deal is expected to expand onsemi's market opportunity by $1.3 billion^b by 2030, with minimal capital expenditure needs because most manufacturing infrastructure is in place. It also states the deal is expected to be mildly dilutive in the first year and neutral in the second year, and that approximately 50 employees, mostly based in the U.S., are expected to join onsemi. The filing notes that the transaction is furnished under Item 7.01 and that the agreement's representations and warranties were made for risk allocation between the parties rather than as statements of fact to investors.