- indie Semiconductor is a leading pure-play provider of
next-generation semiconductor and software solutions for the
rapidly growing Autotech market, enabling ADAS/Autonomous,
Connectivity, User Experience and Vehicle Electrification
applications
- Business combination with Thunder Bridge Acquisition II, Ltd.
(Nasdaq: THBR) positions indie to capitalize on >$2B of
strategic backlog and an additional $2.5B in identified pipeline
opportunities driven by deep relationships with Tier 1 automotive
suppliers
- Provides up to $495M in cash to the combined company before
expenses, comprised of up to $345M in cash held by Thunder Bridge
II in trust assuming no redemptions and an upsized $150M fully
committed common stock PIPE at $10.00 per share, including anchor
investments from leading long-term institutional shareholders
- Estimated post-transaction equity value of approximately $1.4B
based on current assumptions; expected to be listed on the Nasdaq
under the ticker symbol INDI following an anticipated transaction
close in the first quarter of 2021
- indie shareholders will rollover 100% of their equity positions
through indie’s transition into the publicly listed entity
- Net proceeds from the transaction to accelerate deployment of
solutions to existing customers and fund pent-up demand for
additional programs
indie Semiconductor, a next generation automotive semiconductor
and software innovator, and Thunder Bridge Acquisition II, Ltd.
(Nasdaq: THBR), a special purpose acquisition company, today
announced they have entered into a definitive agreement for a
business combination that would result in the combined entity
continuing as a publicly listed company. Upon closing of the
transaction, the combined operating entity will be named indie
Semiconductor, Inc. and will be listed on the Nasdaq Stock Market
under the ticker symbol INDI. The transaction reflects an implied
equity value for the combined company of roughly $1.4 billion.
indie is at the forefront of disruptive automotive megatrends
spanning ADAS/Autonomous, Connectivity, User Experience and Vehicle
Electrification. Today, indie’s automotive semiconductor portfolio
addresses a $16 billion market, according to IHS, which is expected
to exceed $38 billion by 2025 driven by strong demand for silicon
and software content in automobiles. indie’s best-in-class, mixed
signal system-on-a-chip (SoC) solutions are currently on 12 Tier 1
approved vendor lists, contributing to a strategic backlog position
of more than $2 billion, defined as projected revenues based on
existing contracts, design and pricing terms and historic
production trends.
“Thunder Bridge II has found an outstanding merger partner in
indie Semiconductor,” said Gary Simanson, president and CEO of
Thunder Bridge II. "Donald McClymont and his team have established
a leadership franchise with a differentiated product offering,
having shipped over 100 million units to Tier 1 automotive
suppliers globally. By virtue of our combination, we believe that
indie will have the financial firepower to accelerate the Company’s
strategic growth initiatives and help create an Autotech pureplay
powerhouse.”
“indie is empowering the Autotech revolution with our highly
innovative system solutions,” said Donald McClymont, indie’s
co-founder, chairman and chief executive officer. “Our mixed signal
SoC platforms are enabling a diverse set of rapidly emerging
automotive megatrends that have reached an inflection point.
Accordingly, we are excited to partner with Thunder Bridge II at
this key growth juncture to capitalize on our existing design win
pipeline, extend indie’s product reach, drive scale and further
consolidate within Autotech, ultimately creating shareholder value
as a public company.”
Upon the closing of the transaction, the combined company will
be led by indie’s management team. Prior to founding indie, Donald
McClymont held executive roles at Axiom, Skyworks and Conexant. He
is joined by Co-founder and President Ichiro Aoki, Ph.D., and
Co-founder and Chief Technology Officer Scott Kee, Ph.D., as well
as Chief Financial Officer and EVP of Strategy, Thomas Schiller,
who previously led highly successful IPOs and M&A initiatives
at Skyworks, Conexant and Rockwell Semiconductor Systems. Together,
the indie management team has demonstrated a track record of
scaling new business and creating extraordinary shareholder value.
indie is headquartered in Aliso Viejo, California, and has a global
footprint of design centers and sales offices across the U.S.,
Europe and Asia.
Transaction Overview
The transaction reflects an implied equity value of the combined
company of $1.4 billion, based on current assumptions, with a
$10.00 per share PIPE subscription price. Upon closing, the
combined company will receive up to $495 million in cash, comprised
of a $150 million PIPE and up to $345 million in cash held in trust
by Thunder Bridge II, assuming no redemptions by THBR shareholders.
The boards of directors for both indie and Thunder Bridge II have
unanimously approved the proposed business combination, which is
expected to be completed in the first quarter of 2021, subject to,
among other things, the approval by Thunder Bridge II’s
shareholders, satisfaction of the conditions stated in the
definitive agreement and other customary closing conditions,
including a registration statement being declared effective by the
U.S. Securities and Exchange Commission (the “SEC”), the receipt of
certain regulatory approvals, and approval by The Nasdaq Stock
Market to list the securities of the combined company.
Additional information about the proposed transaction, including
a copy of the master transaction agreement and investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by Thunder Bridge II with the SEC and available at
www.sec.gov. More information about the proposed transaction will
also be described in Thunder Bridge II’s registration statement
relating to the business combination, which it will file with the
SEC.
Advisors
Morgan Stanley & Co. LLC is serving as sole financial
advisor and lead private placement agent to Thunder Bridge II.
Deutsche Bank Securities is serving as lead financial advisor and
lead capital markets advisor to indie Semiconductor and joint
private placement agent to Thunder Bridge II. Goldman Sachs and
Nomura Greentech are also serving as financial advisors to indie
Semiconductor. Nelson Mullins Riley & Scarborough, Littler
Mendelson and Ellenoff Grossman & Schole are serving as legal
advisors to Thunder Bridge II while Loeb and Loeb as well as
Rodriguez Wright are serving as legal advisors to indie
Semiconductor.
Investor Conference Call
indie and Thunder Bridge II will host a joint investor
conference call to discuss the proposed transaction today, December
15, 2020 at 8:00 a.m. ET.
To listen to the conference call via telephone dial (877)
451-6152 (U.S.) and (201) 389-0879 (international callers/U.S.
toll) and enter the conference ID number 13714088. To listen via
webcast, go to https://indiesemi.com/investors. A telephone replay
will be available until midnight on Tuesday, December 29, 2020 at
(844) 512-2921 (U.S.) and (412) 317-6671 (international
callers/U.S. toll), conference ID number 13714088.
About Thunder Bridge Acquisition II, Ltd.
Thunder Bridge Acquisition II, Ltd. is a blank check company
formed for the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. In August 2019, Thunder
Bridge Acquisition II consummated a $345 million initial public
offering (the “IPO”) of 34.5 million units (reflecting the
underwriters’ exercise of their over-allotment option in full),
each unit consisting of one of the Company’s Class A ordinary
shares and one-half warrant, each whole warrant enabling the holder
thereof to purchase one Class A ordinary share at a price of $11.50
per share. Thunder Bridge II’s securities are quoted on the Nasdaq
stock exchange under the ticker symbols THBRU, THBR and THBRW.
About indie
indie is empowering the Autotech revolution with next generation
automotive semiconductors and software platforms. We focus on EDGE
sensors for Advanced Driver Assistance Systems including LiDAR,
connected car, user experience and electrification applications.
These technologies represent the core underpinnings of both
electric and autonomous vehicles, while the advanced user
interfaces transform the in-cabin experience to mirror and
seamlessly connect to the mobile platforms we rely on every day. We
are an approved vendor to Tier 1 partners and our solutions can be
found in marquee automotive OEMs around the world.
Headquartered in Aliso Viejo, CA, indie has design centers and
sales offices in Detroit, MI, Austin, TX, Boston, MA, Edinburgh,
UK, Dresden, Germany and Wuxi, China.
Please visit us at www.indiesemi.com to learn more.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
For additional information on the proposed transaction, see
Thunder Bridge II’s Current Report on Form 8-K, which will be filed
concurrently with this press release. In connection with the
proposed transaction, Thunder Bridge II intends to file relevant
materials with the Securities and Exchange Commission, including a
registration statement on Form S-4 with the SEC, which will include
a proxy statement/prospectus of Thunder Bridge II, and will file
other documents regarding the proposed transaction with the SEC.
Thunder Bridge II’s shareholders and other interested persons are
advised to read, when available, the preliminary proxy
statement/prospectus and the amendments thereto and the definitive
proxy statement and documents incorporated by reference therein
filed in connection with the proposed business combination, as
these materials will contain important information about indie,
Thunder Bridge II and the proposed business combination. Promptly
after the Form S-4 is declared effective by the SEC, Thunder Bridge
II will mail the definitive proxy statement/prospectus and a proxy
card to each shareholder entitled to vote at the meeting relating
to the approval of the Business Combination and other proposals set
forth in the proxy statement/prospectus. Before making any
voting or investment decision, investors and shareholders of
Thunder Bridge II are urged to carefully read the entire
registration statement and proxy statement/prospectus, when they
become available, and any other relevant documents filed with the
SEC, as well as any amendments or supplements to these documents,
because they will contain important information about the proposed
transaction. The documents filed by Thunder Bridge II with the
SEC may be obtained free of charge at the SEC’s website at
www.sec.gov or by directing a request to Thunder Bridge Acquisition
II, Ltd., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia,
22066, Attention: Secretary, or by calling (202) 431-0507.
Participants in the Solicitation
Thunder Bridge II and its directors and executive officers may
be deemed participants in the solicitation of proxies from its
shareholders with respect to the business combination. A list of
the names of those directors and executive officers and a
description of their interests in Thunder Bridge II will be
included in the proxy statement/prospectus for the proposed
business combination when available at www.sec.gov. Information
about Thunder Bridge II’s directors and executive officers and
their ownership of Thunder Bridge II ordinary shares is set forth
in Thunder Bridge II prospectus, dated August 9, 2019, as modified
or supplemented by any Form 3 or Form 4 filed with the SEC since
the date of such filing. Other information regarding the interests
of the participants in the proxy solicitation will be included in
the proxy statement/prospectus pertaining to the proposed business
combination when it becomes available. These documents can be
obtained free of charge from the source indicated above.
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
business combination. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed business combination will be included in the proxy
statement/prospectus for the proposed business combination.
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about future financial and operating results, our plans,
objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified
by words such as “will likely result,” “are expected to,” “will
continue,” “is anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning. These
forward-looking statements include, but are not limited to,
statements regarding indie’s industry and market sizes, future
opportunities for indie and Thunder Bridge II, indie’s estimated
future results and the proposed business combination between
Thunder Bridge II and indie, including the implied enterprise
value, the expected transaction and ownership structure and the
likelihood, timing and ability of the parties to successfully
consummate the proposed transaction. Such forward-looking
statements are based upon the current beliefs and expectations of
our management and are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of
which are difficult to predict and generally beyond our control.
Actual results and the timing of events may differ materially from
the results anticipated in these forward-looking statements.
In addition to factors previously disclosed in Thunder Bridge
II’s reports filed with the SEC and those identified elsewhere in
this communication, the following factors, among others, could
cause actual results and the timing of events to differ materially
from the anticipated results or other expectations expressed in the
forward-looking statements: inability to meet the closing
conditions to the business combination, including the occurrence of
any event, change or other circumstances that could give rise to
the termination of the definitive agreement; the inability to
complete the transactions contemplated by the definitive agreement
due to the failure to obtain approval of Thunder Bridge II’s
shareholders, the failure to achieve the minimum amount of cash
available following any redemptions by Thunder Bridge II
shareholders, redemptions exceeding a maximum threshold or the
failure to meet The Nasdaq Stock Market’s initial listing standards
in connection with the consummation of the contemplated
transactions; costs related to the transactions contemplated by the
definitive agreement; a delay or failure to realize the expected
benefits from the proposed transaction; risks related to disruption
of management’s time from ongoing business operations due to the
proposed transaction; changes in the automobile or semiconductor
markets in which indie competes, including with respect to its
competitive landscape, technology evolution or regulatory changes;
changes in domestic and global general economic conditions, risk
that indie may not be able to execute its growth strategies,
including identifying and executing acquisitions; risks related to
the ongoing COVID-19 pandemic and response; risk that indie may not
be able to develop and maintain effective internal controls; and
other risks and uncertainties indicated in Thunder Bridge II’s
final prospectus, dated August 9, 2019, for its initial public
offering, and the proxy statement/prospectus relating to the
proposed business combination, including those under “Risk Factors”
therein, and in Thunder Bridge II’s other filings with the SEC.
Indie cautions that the foregoing list of factors is not
exclusive.
Actual results, performance or achievements may differ
materially, and potentially adversely, from any projections and
forward-looking statements and the assumptions on which those
forward-looking statements are based. There can be no assurance
that the data contained herein is reflective of future performance
to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as
projected financial information and other information are based on
estimates and assumptions that are inherently subject to various
significant risks, uncertainties and other factors, many of which
are beyond our control. All information set forth herein speaks
only as of the date hereof in the case of information about Thunder
Bridge II and indie or the date of such information in the case of
information from persons other than Thunder Bridge II or indie, and
we disclaim any intention or obligation to update any forward
looking statements as a result of developments occurring after the
date of this communication. Forecasts and estimates regarding
indie’s industry and end markets are based on sources we believe to
be reliable, however there can be no assurance these forecasts and
estimates will prove accurate in whole or in part. Annualized, pro
forma, projected and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual
results.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201215005430/en/
indie Semiconductor Media Inquiries
Pilar Barrigas 646-677-1875 media@indiesemi.com Investor Relations
ir@indiesemi.com Thunder Bridge Acquisition
II, Ltd. Gary A. Simanson 202-431-0507
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