瑞萨收购Transphorm，利用GaN技术扩展电源产品阵容

2024 年 1 月 11 日3:00 p.m. JST，日本东京 | 2024 年 1 月 10 日 10:00 p.m. PST 加利福尼亚州戈利塔讯 ― 全球半导体解决方案供应商瑞萨电子（以下“瑞萨”，TSE：6723）与全球氮化镓（GaN）功率半导体供应商Transphorm, Inc.（以下“Transphorm”，Nasdaq：TGAN）于今天宣布双方已达成最终协议，根据该协议，瑞萨子公司将以每股5.10美元现金收购Transphorm所有已发行普通股，较Transphorm在2024年1月10日的收盘价溢价约35%，较过去十二个月的成交量加权平均价格溢价约56%，较过去六个月的成交量加权平均价格溢价约78%。 此次交易对Transphorm的估值约为3.39亿美元。此次收购将为瑞萨提供GaN（功率半导体的下一代关键材料）的内部技术，从而扩展其在电动汽车、计算（数据中心、人工智能、基础设施）、可再生能源、工业电源以及快速充电器/适配器等快速增长市场的业务范围。

作为碳中和的基石，对高效电力系统的需求正在不断增加。为了应对这一趋势，相关产业正在向以碳化硅（SiC）和GaN为代表的宽禁带（WBG）材料过渡。这些先进材料比传统硅基器件具备更广泛的电压和开关频率范围。在此势头下，瑞萨已宣布建立一条内部SiC生产线，并签署了为期10年的SiC晶圆供应协议。

瑞萨现目标是利用Transphorm在GaN方面的专业知识进一步扩展其WBG产品阵容。GaN是一种新兴材料，可实现更高的开关频率、更低的功率损耗和更小的外形尺寸。这些优势使客户的系统具有更高效、更小、更轻的结构以及更低的总体成本。也因此，根据行业研究，GaN的需求预计每年将增长50%以上。瑞萨将采用Transphorm的汽车级GaN技术来开发新的增强型电源解决方案，例如用于电动汽车的X-in-1动力总成解决方案，以及面向计算、能源、工业和消费应用的解决方案。

瑞萨首席执行官柴田英利表示：“Transphorm是一家由来自加州大学圣塔芭芭拉分校、并扎根于GaN功率、经验丰富的团队所领导的公司。Transphorm GaN技术的加入增强了我们在IGBT和SiC领域的发展势头。它将推动和扩大我们的关键增长支柱之一的功率产品阵容，使我们的客户能够选择最佳的电源解决方案。”

Transphorm联合创始人、总裁兼首席执行官Primit Parikh博士以及Transphorm联合创始人兼首席技术官Umesh Mishra博士表示：“结合瑞萨全球布局、广泛的解决方案和客户关系，我们很高兴能为WBG材料的行业广泛采用铺平道路，为其显着增长奠定基础。这项交易还将使我们能够为客户提供进一步扩展服务，并为我们的股东带来可观的即时现金价值。此外，它将为我们杰出的团队提供一个强大的平台，以进一步发展Transphorm卓越的GaN技术和产品。”

交易明细

Transphorm董事会已一致批准最终协议，并建议Transphorm股东通过该最终交易并批准合并。在签署最终协议的同时，持有Transphorm约38.6%已发行普通股的KKR Phorm Investors L.P.已与瑞萨签订惯例投票协议以支持本次交易。

该交易预计将于2024年下半年完成，但需获得Transphorm股东的批准、监管部门的许可和其他惯例成交条件的满足。

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（备注）本新闻稿中提及的所有产品或服务名称均为其各自所有者的商标或注册商标。

关于瑞萨电子

瑞萨电子（TSE: 6723），科技让生活更轻松，致力于打造更安全、更智能、可持续发展的未来。作为全球微控制器供应商，瑞萨电子融合了在嵌入式处理、模拟、电源及连接方面的专业知识，提供完整的半导体解决方案。成功产品组合加速汽车、工业、基础设施及物联网应用上市，赋能数十亿联网智能设备改善人们的工作和生活方式。更多信息，敬请访问renesas.com。关注瑞萨电子微信公众号，发现更多精彩内容。

关于Transphorm, Inc.

Transphorm, Inc.是GaN革新的全球引领者，为高压功率转换应用设计和制造高性能和高可靠性的 GaN半导体。Transphorm拥有超过1,000项自有或许可专利的功率GaN IP产品组合，生产业界首款符合JEDEC和AEC-Q101标准的高压GaN半导体器件。Transphorm的垂直整合设备业务模式允许在每个开发阶段进行创新：设计、制造、设备和应用支持。Transphorm的创新使电力电子技术突破了硅的限制，实现了超过99%的效率、提高了50%的功率密度并降低了20%的系统成本。Transphorm 总部位于加利福尼亚州戈利塔，并在日本会津和戈利塔设有制造工厂。更多信息，敬请访问www.transphormusa.com。 并可关注微信@Transphorm GaN。

Advisors

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.

Additional Information and Where to Find It

Transphorm, Inc., its directors and certain executive officers are participants in the solicitation of proxies from stockholders in connection with the pending acquisition of Transphorm (the “Transaction”). Transphorm plans to file a proxy statement (the “Transaction Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies to approve the Transaction. 

Primit Parikh, Julian Humphreys, Katharina McFarland, Umesh Mishra, Cynthia (Cindi) Moreland, Kelly Smales, and Eiji Yatagawa, all of whom are members of Transphorm’s Board of Directors, and Cameron McAulay, Transphorm’s Chief Financial Officer, are participants in Transphorm’s solicitation. The beneficial ownership of each such person, as of the date specified, appears in the table below. Additional information regarding such participants, including their direct or indirect interests in the Transaction, by security holdings or otherwise, will be included in the Transaction Proxy Statement and other relevant documents to be filed with the SEC in connection with the Transaction. The Transaction Proxy Statement will also include information on any payments that may be owed to Transphorm’s named executive officers in a change of control of Transphorm. 

Promptly after filing the definitive Transaction Proxy Statement with the SEC, Transphorm will mail the definitive Transaction Proxy Statement and a WHITE proxy card to each stockholder entitled to vote at the special meeting to consider the Transaction. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TRANSPHORM WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Transphorm with the SEC in connection with the Transaction at the SEC’s website (http://www.sec.gov). Copies of Transphorm’s definitive Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Transphorm with the SEC in connection with the Transaction will also be available, free of charge, at the “Investors” section of Transphorm’s website (https://ir.transphormusa.com/), or by writing to Transphorm, Inc., Attention: Corporate Secretary, 75 Castilian Drive, Goleta, CA 93117. 

The amounts specified above are determined in accordance with the rules of the SEC and include securities that may be acquired within 60 days of January 5, 2024. Mr. Yatagawa is a member of the Board of Directors and serves as an executive of one or more affiliates of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”). KKR beneficially owns 24,724,468 shares of Transphorm’s common stock (which includes warrants exercisable for 312,500 shares of Transphorm’s common stock); Mr. Yatagawa is not deemed to beneficially own such shares. 

Cautionary Note Regarding Forward-Looking Statements

This announcement may contain certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and related to the financial condition, results of operations and business of Renesas and/or Transphorm and/or the combined group following completion of the Transaction and certain plans and objectives of Renesas with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts.  Forward-looking statements also often use words such as ‘anticipate’, ‘target’, ‘continue’, ‘estimate’, ‘expect’, ‘‘forecast’, ‘intend’, ‘may’, ‘plan’, ‘goal’, ‘believe’, ‘hope’, ‘aims’, ‘continue’, ‘could’, ‘project’, ‘should’, ‘will’ or other words of similar meaning. These statements are based on assumptions and assessments made by Renesas and/or Transphorm (as applicable) in light of their experience and perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. 

Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. There can be no assurance that the Transaction will in fact be consummated Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Transaction on anticipated terms and timing, including obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of Transphorm’s business and other conditions to the completion of the Transaction; (ii) the impact of the COVID-19 pandemic on the business of Transphorm or Renesas; (iii) the ability of Transphorm, Renesas or the combined company to implement its business strategy; (iv) significant transaction costs associated with the Transaction; (v) potential litigation relating to the Transaction; (vi) the risk that disruptions from the Transaction will harm Transphorm’s or Renesas’ business, including current plans and operations; (vii) the ability of Transphorm or Renesas to retain and hire key personnel; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (ix) legislative, regulatory and economic developments affecting the business of Transphorm or Renesas; (x) general economic and market developments and conditions; (xi) the evolving legal, regulatory and tax regimes under which Transphorm or Renesas operates; (xii) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect the financial performance or Transphorm or Renesas; (xiii) restrictions during the pendency of the Transaction that may impact Transphorm’s ability to pursue certain business opportunities or strategic transactions;  (xiv) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Transphorm’s or Renesas’ response to any of the aforementioned factors; (xv) the possibility that the conditions to the closing of the Transaction are not satisfied, including the risk that required approvals from Transphorm’s stockholders for the Transaction or required regulatory approvals to consummate the Transaction are not obtained, on a timely basis or at all; (xvi) the occurrence of any event, change or other circumstances that could give rise to the right to terminate the Transaction, including in circumstances requiring Transphorm to pay a termination fee; (xvii) uncertainties as to the timing of the consummation of the Transaction; (xviii) possible disruption related to the Transaction to Transphorm’s current plans and operations, including through the loss of customers and employees; (xix) the risk that Transphorm’s stock price may fluctuate during the pendency of the Transaction and may decline if the Transaction is not completed; (xx) the anticipated benefits of the Transaction and considerations taken into account by Transphorm’s Board of Directors in approving the Transaction; (xxi) the risk that Transphorm may not obtain sufficient short-term financing to fund Transphorm’s operations through the closing of the Transaction; and (xxii) other risks and uncertainties detailed in the periodic reports that Transphorm files with the SEC, including Transphorm’s Annual Report on Form 10-K filed with the SEC on June 28, 2023, and Transphorm’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023. These risks, as well as other risks associated with the Transaction, are more fully discussed in the Proxy Statement to be filed with the SEC in connection with the Transaction. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Neither Renesas nor Transphorm undertake any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. If any one or more of these risks or uncertainties materializes or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.

No member of the Renesas group or the Transphorm group nor any of their respective associates, directors, officers, employers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

Except as expressly provided in this announcement, no forward-looking or other statements have been reviewed by the auditors of the Renesas group or the Transphorm group. All subsequent oral or written forward-looking statements attributable to any member of the Renesas group or the Transphorm group, or any of their respective associates, directors, officers, employers or advisers, are expressly qualified in their entirety by the cautionary statement above.

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