indie Semiconductor Supplies Merger and Organization Update
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Combination with Thunder Bridge Acquisition II on Keep track of to Close Early Spring 2021
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Clears Hart-Scott-Rodino Transaction Hurdle
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Business Sees Strengthening Autotech Desire and Sustainable Buy Sample
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Reaffirms Solid Income Outlook for Higher than Current market Expansion
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Present Industry Lack of Automotive ICs Underscores Strategic Marketplace Option
indie Semiconductor, an Autotech alternatives innovator which is at this time in the process of getting a community company as a result of a prepared merger with Thunder Bridge Acquisition II (Nasdaq: THBR), a unique reason acquisition enterprise, right now furnished a transaction timeline and organization update. indie and Thunder Bridge did not receive any communication from the Federal Trade Commission (FTC) or Office of Justice (DOJ) as of the expiration of the 30-working day waiting period for premerger notification filings less than the Hart-Scott-Rodino (HSR) Antitrust Act. Appropriately, no more antitrust motion is desired. Further, indie and Thunder Bridge anticipate to file an up to date Type S-4 to their primary January 25, 2021 doc in reaction to an original round of feedback not too long ago received from the Securities and Trade Fee. As a result, indie and Thunder Bridge be expecting to close the transaction in early Spring 2021, subject matter to the Kind S-4 staying declared helpful and customary closing conditions, which include a productive shareholder vote.
With a decade-extended record of innovation, indie is at the forefront of numerous disruptive automotive megatrends spanning ADAS/Autonomous, Connectivity, Person Experience and Auto Electrification. The Company’s ideal-in-class, combined signal system-on-a-chip (SoC) methods are presently on 12 Tier 1 authorized seller lists, contributing to a strategic backlog place of extra than $2 billion, as formerly disclosed, which indie defines as projected revenues centered on current contracts, style and pricing phrases and historic output developments. According to IHS, the Company’s automotive semiconductor portfolio presently addresses a $16 billion market place, which is anticipated to exceed $38 billion by 2025 pushed by potent desire for silicon and application content material in cars.
“Reaction to our merger announcement has been overwhelmingly favourable amongst our existing shoppers, new associates and world wide staff foundation,” reported Donald McClymont, indie’s co-founder, chairman and main government officer. “Strengthening visibility and pent-up desire in the recent quarter is location the stage for demonstrable market place outperformance this year. From a for a longer period-expression perspective, the present supply lack throughout the automotive semiconductor sector is underscoring the will need for an added vendor with scale who fulfills all vital excellent requirements. indie is especially perfectly positioned to capitalize on this huge strategic current market opportunity, especially just after the completion of our planned merger with Thunder Bridge. To that finish, we search forward to providing updates on our closing routines above the coming weeks.”
About indie
indie is empowering the Autotech revolution with following era automotive semiconductors and application platforms. We emphasis on edge sensors for State-of-the-art Driver Help Methods including LiDAR, connected vehicle, user working experience and electrification programs. These technologies stand for the main underpinnings of equally electric and autonomous motor vehicles, even though the state-of-the-art person interfaces completely transform the in-cabin working experience to mirror and seamlessly hook up to the cellular platforms we depend on each and every working day. We are an authorized vendor to Tier 1 companions and our options can be uncovered in marquee automotive OEMs all-around the planet. Headquartered in Aliso Viejo, CA, indie has style and design centers and sales offices in Austin, TX Boston, MA Detroit, MI San Francisco and San Jose, CA Budapest, Hungary Dresden, Germany Edinburgh, Scotland and different spots during China.
Remember to take a look at us at www.indiesemi.com to understand extra.
In December 2020, indie declared it entered into a definitive settlement to merge with Thunder Bridge Acquisition II, Ltd. (Nasdaq: THBR), a specific function acquisition company. The transaction is expected to near in early Spring 2021, matter to regulatory and stockholder approvals, and other customary closing ailments. The combined firm will retain the indie Semiconductor identify and be outlined on Nasdaq beneath the new ticker image “INDI.”
About Thunder Bridge Acquisition II, Ltd.
Thunder Bridge Acquisition II, Ltd. is a blank check out company fashioned for the goal of effecting a merger, share exchange, asset acquisition, stock obtain, reorganization or equivalent small business mixture with 1 or much more corporations. In August 2019, Thunder Bridge Acquisition II consummated a $345 million initial general public offering (the “IPO”) of 34.5 million units (reflecting the underwriters’ exercising of their around-allotment selection in entire), every single unit consisting of a person of the Company’s Course A everyday shares and just one-50 % warrant, each individual total warrant enabling the holder thereof to acquire one Class A ordinary share at a price tag of $11.50 for every share. Thunder Bridge II’s securities are quoted on the Nasdaq stock exchange below the ticker symbols THBRU, THBR and THBRW.
Supplemental Details about the Transaction and Where to Find It
In connection with the proposed transaction, Thunder Bridge II submitted a registration statement on Sort S-4 (the “Kind S-4”), which consists of a proxy statement/prospectus, with the Securities and Exchange Commission (the “SEC”) on January 25, 2021, and intends to file any and all more pertinent components and other files, as they become obtainable, regarding the proposed transaction with the SEC. Thunder Bridge II’s shareholders and other fascinated people are recommended to study, the preliminary proxy assertion/prospectus, incorporated in the Type S-4, and the amendments thereto and the definitive proxy assertion/prospectus and documents incorporated by reference therein filed in connection with the proposed enterprise mixture, as these products will comprise significant data about indie, Thunder Bridge II and the proposed organization blend. Immediately just after the Form S-4 is declared efficient by the SEC, Thunder Bridge II will mail the definitive proxy assertion/prospectus and a proxy card to just about every shareholder entitled to vote at the conference relating to the acceptance of the Enterprise Mixture and other proposals established forth in the proxy assertion/prospectus. In advance of producing any voting or financial investment choice, traders and shareholders of Thunder Bridge II are urged to very carefully go through the whole Variety S-4 and proxy statement/prospectus, when they grow to be obtainable, and any other applicable paperwork submitted with the SEC, as effectively as any amendments or supplements to these files, because they will have vital details about the proposed transaction. The documents submitted by Thunder Bridge II with the SEC may possibly be received cost-free of charge at the SEC’s web page at www.sec.gov or by directing a ask for to Thunder Bridge Acquisition II, Ltd., 9912 Georgetown Pike, Suite D203, Excellent Falls, Virginia, 22066, Consideration: Secretary, or by contacting (202) 431-0507.
Participants in the Solicitation
Thunder Bridge II and its directors and govt officers may well be deemed contributors in the solicitation of proxies from its shareholders with respect to the organization blend. A checklist of the names of those people directors and executive officers and a description of their pursuits in Thunder Bridge II is in the proxy statement/prospectus for the proposed company combination integrated in the Sort S-4, which is out there at www.sec.gov. Data about Thunder Bridge II’s directors and executive officers and their ownership of Thunder Bridge II common shares is established forth in Thunder Bridge II prospectus, dated August 9, 2019 and in the proxy statement/prospectus provided in the Variety S-4, as may be modified or supplemented by any Variety 3 or Variety 4 submitted with the SEC since the day of such filings. Other facts pertaining to the passions of the participants in the proxy solicitation is also disclosed in the proxy statement/prospectus integrated in the Kind S-4 pertaining to the proposed company blend. These files can be acquired cost-free of charge from www.sec.gov.indie and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Thunder Bridge II in connection with the proposed company combination. A checklist of the names of such directors and executive officers and information and facts pertaining to their interests in the proposed business blend is disclosed in the proxy statement/prospectus included in the Type S-4 for the proposed organization blend.
Ahead Wanting Statements
This communication consists of “ahead-hunting statements” within just the which means of the Personal Securities Litigation Reform Act of 1995. These kinds of statements consist of, but are not constrained to, statements about future money and functioning outcomes, our ideas, aims, expectations and intentions with regard to future operations, products and solutions and other statements identified by words such as “will very likely outcome,” “are envisioned to,” “will proceed,” “is predicted,” “believed,” “believe that,” “intend,” “approach,” “projection,” “outlook” or words and phrases of identical this means. These ahead-wanting statements contain, but are not constrained to, statements regarding indie’s sector and sector dimensions, long run alternatives for indie and Thunder Bridge II, indie’s approximated foreseeable future results and the proposed business enterprise mixture concerning Thunder Bridge II and indie, like the implied organization value, the predicted transaction and ownership framework and the chance, timing and capability of the functions to successfully consummate the proposed transaction. Such ahead-hunting statements are centered on the latest beliefs and expectations of our administration and are inherently subject to sizeable enterprise, economic and competitive uncertainties and contingencies, lots of of which are tough to forecast and typically further than our manage. True final results and the timing of gatherings could vary materially from the effects expected in these forward-searching statements.
In addition to components previously disclosed in Thunder Bridge II’s stories filed with the SEC and those determined elsewhere in this conversation, the pursuing things, between other individuals, could result in genuine outcomes and the timing of events to vary materially from the predicted outcomes or other anticipations expressed in the forward-on the lookout statements: inability to satisfy the closing ailments to the company combination, such as the event of any occasion, alter or other circumstances that could give increase to the termination of the definitive arrangement the incapacity to comprehensive the transactions contemplated by the definitive arrangement because of to the failure to get hold of acceptance of Thunder Bridge II’s shareholders, the failure to obtain the least sum of dollars obtainable next any redemptions by Thunder Bridge II shareholders, redemptions exceeding a utmost threshold or the failure to meet The Nasdaq Stock Market’s initial listing requirements in relationship with the consummation of the contemplated transactions prices related to the transactions contemplated by the definitive arrangement a hold off or failure to realize the anticipated positive aspects from the proposed transaction dangers relevant to disruption of management’s time from ongoing business operations due to the proposed transaction modifications in the auto or semiconductor markets in which indie competes, such as with respect to its aggressive landscape, engineering evolution or regulatory changes changes in domestic and world general financial circumstances, danger that indie may not be able to execute its advancement techniques, like pinpointing and executing acquisitions pitfalls connected to the ongoing COVID-19 pandemic and response chance that indie may not be ready to create and sustain effective inside controls and other dangers and uncertainties indicated in Thunder Bridge II’s final prospectus, dated August 9, 2019, for its first community featuring, and the proxy statement/prospectus relating to the proposed organization mixture, which includes people beneath “Possibility Factors” therein, and in Thunder Bridge II’s other filings with the SEC. Indie cautions that the foregoing list of elements is not unique.
Actual results, overall performance or achievements may perhaps differ materially, and probably adversely, from any projections and ahead-wanting statements and the assumptions on which those people forward-looking statements are dependent. There can be no assurance that the facts contained herein is reflective of future effectiveness to any degree. You are cautioned not to spot undue reliance on forward-seeking statements as a predictor of long term effectiveness as projected financial data and other information and facts are based mostly on estimates and assumptions that are inherently subject to different significant risks, uncertainties and other things, a lot of of which are over and above our handle. All information and facts established forth herein speaks only as of the date hereof in the case of details about Thunder Bridge II and indie or the date of this sort of information in the scenario of details from folks other than Thunder Bridge II or indie, and we disclaim any intention or obligation to update any forward wanting statements as a final result of developments occurring right after the date of this conversation. Forecasts and estimates with regards to indie’s industry and end marketplaces are primarily based on resources we consider to be reputable, however there can be no assurance these forecasts and estimates will confirm correct in complete or in element. Annualized, professional forma, projected and believed numbers are employed for illustrative function only, are not forecasts and may well not replicate actual effects.
No Present or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in regard of the proposed company combination. This press launch shall also not represent an offer to promote or the solicitation of an present to invest in any securities, nor shall there be any sale of securities in any states or jurisdictions in which these present, solicitation, or sale would be illegal prior to registration or qualification less than the securities legal guidelines of any these kinds of jurisdiction. No supplying of securities shall be created besides by indicates of a prospectus assembly the necessities of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
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