indie Semiconductor to acquire GEO Semiconductor for up to $270M; close Q1 2023

indie Semiconductor, Inc.

Total consideration up to $270M: $90M cash + $90M in ~12M INDI shares at closing, plus up to $90M earnout.
Earnout tied to GEO revenue targets over 18-month post-closing period; stock collared between $8.50 and $11.50 per share.
Acquisition expected to be accretive to 2023 non-GAAP EPS and add at least $40M to 2023 revenue.
GEO brings video processors for ADAS with 100+ patents and design wins across 400+ car models and 20+ Tier 1s.
indie reaffirms Q4 2022 guidance; plans to provide transaction details on Feb 16 earnings call.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

indie Semiconductor, Inc. entered into Agreement and Plan of Merger with GEO Semiconductor Inc. valued at up to $270 million (effective 2023-02-09).

Action: entry
Agreement: merger
Counterparty: GEO Semiconductor Inc.
Value: up to $270 million
Effective: 2023-02-09

Exact text from the filing

On February 9, 2023, indie Semiconductor, Inc., a Delaware corporation (“indie”), entered into an Agreement and Plan of Merger (the “Agreement”), pursuant to which Gonzaga Merger Sub Inc., a Delaware corporation and indie’s wholly-owned subsidiary (“Merger Sub”), will merge with and into GEO Semiconductor Inc., a Delaware corporation (“GEO”), with GEO surviving as a wholly-owned subsidiary of indie (the “Merger”).

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623 material agreements filed in the last 30 days. Browse all material agreements →

indie Semiconductor, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-23-009986

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