UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 2023
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (978 ) 656-2500
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 2, 2023, MACOM Technology Solutions Holdings, Inc. (the “Company”) completed its acquisition of the radio frequency business of Wolfspeed, Inc. (the “Seller”) pursuant to an Asset Purchase Agreement (the “Purchase Agreement”) entered into with the Seller on August 22, 2023 and previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”), filed on August 22, 2023, as amended on August 29, 2023 (the “Transaction”).
The purchase price for the Transaction consisted of $75,000,000 payable in cash and 711,528 shares of the Company’s common stock, which was determined by dividing $50,000,000 by the trailing average closing price of the Company’s common stock on Nasdaq on the thirty (30) trading days immediately preceding the date of the Purchase Agreement.
The foregoing description of the Purchase Agreement and the Transaction does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to the Form 8-K/A filed with the SEC on August 29, 2023 and is incorporated by reference herein.
The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, are solely for the benefit of the parties to the agreement, are not intended as statements of fact to be relied upon by shareholders or other security holders of the Company, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the agreement, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 with respect to shares of the Company’s common stock that were issued to the Seller at the closing of the Transaction. The Company issued the shares in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 7.01. Regulation FD Disclosure.
On December 4, 2023, the Company issued a press release announcing the completion of the Transaction. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
The financial statements required by Item 9.01(a) of this Current Report on Form 8-K will be filed by amendment not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information
The pro forma financial information required by Item 9.01(b) of this Current Report on Form 8-K will be filed by amendment not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
| Exhibit Number | Description | |||||||||||||
| 99.1 | ||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. | ||||||||||||||||||||
| Dated: December 4, 2023 | By: | /s/ Stephen G. Daly | ||||||||||||||||||
| Stephen G. Daly | ||||||||||||||||||||
| President and Chief Executive Officer | ||||||||||||||||||||
MACOM Completes Acquisition of Wolfspeed’s RF Business
LOWELL, MA, December 4, 2023 – MACOM Technology Solutions Holdings, Inc. (“MACOM”) (NASDAQ: MTSI), a leading supplier of semiconductor products, today announced the completion of its acquisition of the radio frequency business (the “RF Business”) of Wolfspeed, Inc. on December 2, 2023. The RF Business is highly complementary to MACOM’s portfolio and creates a compelling combined technology solution.
“We are excited to welcome the RF Business team to MACOM,” said Stephen G. Daly, President, Chief Executive Officer and Chair. “Going forward, we are committed to supporting all product and foundry customers and building upon the RF Business’ established technology to strengthen our leadership position.”
About MACOM
MACOM designs and manufactures high-performance semiconductor products for the Telecommunications, Industrial and Defense and Datacenter industries. MACOM services over 6,000 customers annually with a broad product portfolio that incorporates RF, Microwave, Analog and Mixed Signal and Optical semiconductor technologies. MACOM has achieved certification to the IATF16949 automotive standard, the ISO9001 international quality standard and the ISO14001 environmental management standard. MACOM operates facilities across the United States, Europe, Asia and is headquartered in Lowell, Massachusetts. To learn more visit www.macom.com.
Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on MACOM management’s beliefs and assumptions and on information currently available to our management. These forward-looking statements include, among others, statements about the expected integration, operation and growth of the RF Business. These forward-looking statements reflect MACOM’s current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause those events or our actual activities or results to differ materially from those indicated by the forward-looking statements, including, among other things, our ability to develop new products and achieve market acceptance of those products; component shortages or other disruptions in our supply chain, including as a result of geopolitical unrest or otherwise; inflationary pressures; any failure to accurately anticipate demand for our products and effectively manage our inventory; our dependence on a limited number of customers; risks related to any weakening of economic conditions; our ability to compete effectively; and those other factors described in “Risk Factors” in MACOM’s filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and other filings with the SEC. These forward-looking statements speak only as of the date of this press release, and MACOM undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
MACOM Technology Solutions Holdings, Inc.
Stephen Ferranti
Vice President, Corporate Development
P: 978-656-2977
E: stephen.ferranti@macom.com