| Item 1.01 |
Entry into a Material Definitive Agreement |
Asset Purchase Agreement
On February 4, 2026, SiTime Corporation, a Delaware corporation (“SiTime” or the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Renesas Electronics America Inc., a California corporation (“Renesas”), pursuant to which Renesas will and will cause certain of its affiliates to sell, transfer, assign and convey to SiTime all of their right, title and interest in, to and under certain assets related to the timing business of Renesas Electronics Corporation (the “Business”) for an aggregate purchase price of approximately $1,500,000,000 in cash (“Cash Consideration”) and 4,130,644 shares of common stock, $0.0001 par value per share, of SiTime (“Common Stock” and such consideration, the “Stock Consideration”), subject to certain adjustments as set forth in the Asset Purchase Agreement (the “Acquisition”).
The number of shares subject to the Stock Consideration will be determined based on the volume-weighted average price of SiTime Common Stock for the period of 10 consecutive trading days ending on the third full trading day prior to the consummation of the Acquisition (the “Closing”), subject to a floor price of $308.6686 and a ceiling price of $417.6104.
The Closing is subject to the satisfaction of certain customary conditions, including the accuracy of each party’s representations and warranties as of the Closing, subject in certain instances, to certain materiality and other thresholds, the performance by each party of its obligations and covenants under the Asset Purchase Agreement in all material respects, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of other governmental approvals in certain foreign jurisdictions (collectively, the “Requisite Approvals”).
The Asset Purchase Agreement contains various representations and warranties and covenants by the parties to such agreement. SiTime and Renesas have agreed to enter into related agreements ancillary to the Acquisition that will become effective upon the consummation of the Acquisition, including certain documents related to intellectual property matters, transition services and resale registration rights.
The Asset Purchase Agreement contains certain customary termination rights in favor of each of SiTime and Renesas and it may be terminated by either party if the Closing has not occurred by November 4, 2026, subject to (i) an automatic three month extension (the “First Extended End Date”) and (ii) an automatic six month extension after the First Extended End Date, in each case only if all conditions required for Closing have been satisfied at such time except for the receipt of the Requisite Approvals, unless such party’s material breach of the Asset Purchase Agreement caused or resulted in the failure of the Closing to have occurred. In connection with a termination of the Asset Purchase Agreement, SiTime may be required to pay a termination fee to Renesas of either $150.0 million or $75.0 million under specified circumstances.
The foregoing description of the Asset Purchase Agreement set forth herein is subject to, and qualified in its entirety by reference to, the full text of the Asset Purchase Agreement, a copy of which is attached as Exhibit 2.1 hereto and is incorporated by reference herein. The Asset Purchase Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about SiTime, Renesas, or the Business. In particular, the assertions embodied in the representations and warranties in the Asset Purchase Agreement were made as of a specified date, are modified or qualified by information in a confidential disclosure schedule prepared by Renesas in connection with the execution and delivery of the Asset Purchase Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Asset Purchase Agreement are not necessarily characterizations of the actual state of facts about SiTime, Renesas or the Business at the time such representations and warranties were made or otherwise and should only be read in conjunction with the other information that SiTime or Renesas makes publicly available in reports, statements and other documents filed with the U.S. Securities and Exchange Commission, as applicable.
