Navitas Semiconductor has entered into a definitive agreement to combine with Live Oak Acquisition Corp. II (“Live Oak II”) , a publicly-traded special purpose acquisition company. The transaction, which values the combined entity at a pro forma equity value of $1.4 billion, will result in Navitas becoming a publicly traded company on a national exchange under a new ticker symbol.
Gallium nitride (GaN) is a next-generation semiconductor technology that runs up to 20x faster than legacy silicon, and enables up to 3x more power or 3x faster charging in half the size and weight. Navitas GaNFast™ power ICs integrate GaN power and drive plus protection and control to deliver simple, small, fast and efficient performance.
Driven by increasing demand for connectivity, electrification away from fossil fuels, and efficient sustainable energy sources, Navitas predicts GaN ICs can address markets estimated to grow to over $13 billion in 2026. Markets include mobile, consumer, enterprise (data center, 5G), renewables (solar, energy storage) and EV / eMobility.
With a proven leadership team with over 300 years of combined power semiconductor experience and a track record of extraordinary value creation, Navitas is in mass production and ramping shipments to many major OEM’s and aftermarket suppliers, including Dell, Lenovo, LG, Xiaomi, OPPO, Amazon, Belkin and dozens of others. Over 18 million GaNFast power ICs have shipped, with zero reported field failures.
With a proprietary process design kit (PDK) and over 120 patents granted or pending, Navitas has an early mover advantage in the GaN market. A robust roadmap for new GaN generations and continued cost reductions accelerate the transformation to “Electrify Our World™” away from CO2-burdened fossil fuels. Navitas estimates that GaN can impact up to 2.6 Gtons of CO2 reduction annually by 2050.
Gene Sheridan, co-founder and CEO of Navitas commented: “Navitas was formed with the vision to revolutionize the world of power electronics, while addressing significant sustainability challenges for our planet. Not only has Navitas’ world-class team invented and patented revolutionary new technology, but we have also overcome all the key hurdles associated with successfully bringing it to market. We are proud to enter the public capital markets with strong operating momentum and investor partners who share our enthusiasm for our long-term mission.”
“We are excited to partner with Navitas,” said Rick Hendrix, Chief Executive Officer of Live Oak, “This is the most compelling opportunity we have seen in the semiconductor industry, and we are delighted that Navitas’ solutions contribute meaningfully to reduced carbon emissions through more efficient power delivery. The capital raised through this transaction will allow Navitas to accelerate that vision as they expand from mobile and consumer markets into even more power-intensive applications like data centers, solar energy and electric vehicles – all while delivering a significant CO2 reduction as part of their Net Zero initiative.”
Navitas was originally funded by the company’s management team, along with top venture capitalists with exceptional long-term track records, highly focused on disruptive businesses in the clean-tech and electronics industries. Capricorn Investment Group, Atlantic Bridge and seed investor Malibu IQ, along with all current investors are rolling 100% of their equity into this transaction. Malibu IQ founder David Moxam noted, “With a doubling of electrical energy demand driving the global energy transition, Navitas’ GaN Power ICs are already having a powerful, positive energy efficiency impact, benefiting all of us globally.”
The transaction is anticipated to deliver up to $398 million of gross proceeds to the combined company, assuming minimal redemptions by Live Oak II’s public stockholders. This includes an oversubscribed and upsized $145 million private placement of Class A common stock in Live Oak II at $10.00 per share (the “PIPE”), from a diversified group of top-tier institutional investors. Proceeds of the transaction will be used to fund Navitas’ future growth initiatives. Existing Navitas shareholders will roll 100% of their equity into the combined company, demonstrating their conviction of Navitas’ continued growth trajectory. The transaction, which has been unanimously approved by the boards of Live Oak II and Navitas, is expected to close in the third quarter of 2021, subject to approval by Navitas’ shareholders, which has been secured through support agreements, Live Oak II’s shareholders and other customary closing conditions, including any applicable regulatory approvals.
Deutsche Bank Securities and Jefferies are serving as co-financial advisors to Navitas. Jefferies and BofA Securities are acting as placement agents on the PIPE and capital markets advisors to Live Oak II. Nomura Greentech and BofA Securities are serving as financial advisors to Live Oak II. DLA Piper LLP is serving as legal counsel to Navitas. Vinson & Elkins LLP is serving as legal counsel to Live Oak II. Winston & Strawn LLP is serving as legal counsel to the placement agents on the PIPE. Blueshirt Capital Markets LLC is serving as an advisor to Navitas.
Investor Conference Call Information
Management of Navitas and Live Oak II have recorded an audio webcast reviewing the proposed transaction and investor presentation, which will be available on www.navitassemi.com/ir.