MACOM Technology Solutions Holdings, Inc. (NasdaqGS:MTSI) entered into a definitive agreement to acquire The Radio Frequency Business from Wolfspeed, Inc. (NYSE:WOLF) for approximately $130 million on August 22, 2023. The consideration includes $75 million cash paid at closing, subject to a customary purchase price adjustment and 711,528 shares of MACOM common stock, valued at $50 million based on the 30 trading day average for MACOM?s common stock through August 21, 2023. The acquisition includes a 100mm GaN wafer fabrication facility in Research Triangle Park, North Carolina (the ?RTP Fab?) with operations conveying to MACOM approximately two years following the closing and Wolfspeed?s relocation of certain production equipment. The acquisition also includes design teams and associated product development assets in Arizona, California and North Carolina, as well as back-end production capabilities in California and Malaysia. In addition, MACOM will be assigned or licensed a robust intellectual property portfolio including over 1,400 patents associated with the RF Business. A workforce of approximately 280 employees is expected to join MACOM at closing, with additional employees joining when the RTP Fab conveys. The business generated annualized revenues of approximately $150 million. MACOM will assume control of Wolfspeed?s 100mm GaN wafer fabrication facility in Research Triangle Park, North Carolina (the ?RTP Fab?) approximately two years following the closing of the transaction to accommodate Wolfspeed?s relocation of certain production equipment. Prior to such transfer, the shares of MACOM?s stock that Wolfspeed receives at closing will be subject to restrictions on transfer. RF product line as discontinued operations in its consolidated statements of operations and consolidated statements of cash flows for all periods presented. Additionally, the related assets and liabilities associated with the transaction are classified as held for sale in the consolidated balance sheets. The acquisition is expected to be immediately accretive to MACOM?s non-GAAP earnings. Closing of the transaction is subject to the expiration of a waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, customary closing conditions and governmental approval. The transaction was approved by both Wolfspeed?s Board of Directors and MACOM?s Board of Directors. The transaction is subject to the fourth calendar quarter of 2023. In connection with the transaction, J.P. Morgan Securities LLC is acting as financial advisor and Smith Anderson LLP is acting as legal advisor to Wolfspeed. Morgan Stanley (NYSE:MS) acted as financial advisor to MACOM Technology Solutions Holdings, Inc. Marko Zatylny of Ropes & Gray acted as legal advisor to MACOM Technology.

MACOM Technology Solutions Holdings, Inc. (NasdaqGS:MTSI) completed the acquisition of The Radio Frequency Business from Wolfspeed, Inc. (NYSE:WOLF) on December 2, 2023. The RF Business is highly complementary to MACOM?s portfolio and creates a compelling combined technology solution.