Wolfspeed to sell RF business to MACOM for $125 million

Transaction will allow Wolfspeed to focus on U.S. capacity expansion to support silicon carbide power device and materials businesses

Wolfspeed announced that Wolfspeed has entered into a definitive agreement to sell its radio frequency business (Wolfspeed RF) to MACOM Technology Solutions Holdings for approximately $75 million in cash, subject to a customary purchase price adjustment, and 711,528 shares of MACOM common stock, valued at $50 million based on the 30 trading day average for MACOM’s common stock through August 21, 2023. The company expects to close the transaction by the end of this year.

“Given the significant growth we’ve seen in automotive, industrial and renewable energy markets, we believe this is the right time to further focus on scaling our Power device and materials businesses to meet this accelerated demand,” said Wolfspeed President and CEO Gregg Lowe. “This transaction also represents a tremendous opportunity for our RF team to grow and operate at scale, leveraging MACOM’s diverse customer base, RF engineering leadership and operational efficiencies.”

Wolfspeed RF’s technology and innovation engine drives a strong product development pipeline, with deep domain expertise supporting a competitive gallium nitride (GaN) on silicon carbide product portfolio optimized for next generation telecommunications infrastructure, military and other commercial applications. Leveraging MACOM’s diverse customer base and operational expertise, Wolfspeed RF will be well positioned to continue to deliver industry leading products at scale.

The transaction is subject to the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”) and satisfaction of customary closing conditions. MACOM will assume control of Wolfspeed’s 100mm GaN wafer fabrication facility in Research Triangle Park, North Carolina (the “RTP Fab”) approximately two years following the closing of the transaction to accommodate Wolfspeed’s relocation of certain production equipment. Prior to such transfer, the shares of MACOM’s stock that Wolfspeed receives at closing will be subject to restrictions on transfer.

In connection with the transaction, J.P. Morgan Securities LLC is acting as financial advisor and Smith Anderson LLP is acting as legal advisor to Wolfspeed.

Business Outlook

Based on the agreement to sell Wolfspeed RF, the operations of the RF business will be classified as discontinued operations. As a result, Wolfspeed is updating its guidance to reflect continuing operations only.

For its first quarter of fiscal 2024, Wolfspeed targets revenue from continuing operations in a range of $185 million to $205 million. GAAP net loss from continuing operations is slightly improved from our August 16, 2023 business outlook, and is targeted at $138 million to $163 million, or $1.10 to $1.30 per diluted share. Non-GAAP net loss from continuing operations remains unchanged from our August 16, 2023 business outlook, and remains targeted at $75 million to $94 million, or $0.60 to $0.75 per diluted share. Targeted non-GAAP net loss from continuing operations excludes $63 million to $69 million of estimated expenses, net of tax, related to stock-based compensation expense, amortization of debt issuance costs, net of capitalized interest, project, transformation and transaction costs and loss on Wafer Supply Agreement.