indie Semiconductor Completes Exchange Offer and Consent Solicitation and Notice to Exercise Right to Exchange Remaining Outstanding Warrants
25 Octubre 2023 - 4:10PM
Business Wire
indie Semiconductor, Inc. (NASDAQ: INDI) (“indie” or the
“Company”), an Autotech solutions innovator, has completed its
previously announced exchange offer (the “Offer”) and consent
solicitation (the “Consent Solicitation”) relating to its
outstanding (i) public warrants to purchase shares of Class A
common stock of the Company, par value $0.0001 per share (the
“Class A common stock”), which warrants trade on The Nasdaq Capital
Market under the symbol “INDIW” (the “public warrants”), and (ii)
private placement warrants to purchase shares of Class A common
stock (the “private placement warrants” and, together with the
public warrants, the “warrants”). The Company issued 7,027,517
shares of Class A common stock in exchange for the Warrants
tendered in the Offer.
The Company also entered into the related amendment to the
warrant agreement governing the warrants (the “Amendment No. 2”)
and announced that it will exercise its right, in accordance with
the terms of Amendment No. 2, to exchange all remaining untendered
Warrants at an exchange ratio of 0.2565 shares of Class A common
stock for each Warrant. The Company has fixed the date for such
exchange as November 9, 2023.
As a result of the completion of the Exchange Offer and the
upcoming exchange for the remaining untendered Warrants, no
Warrants will remain outstanding. Accordingly, the Warrants are
expected to be suspended from trading on the Nasdaq Capital Market
(“Nasdaq”) as of the close of business on November 8, 2023, and
will be delisted. The Class A common stock will continue to be
listed and trade on the Nasdaq under the symbol INDI.
The Company engaged BofA Securities as the dealer manager for
the Offer and Consent Solicitation, D.F. King & Co., Inc. as
the information agent for the Offer and Consent Solicitation, and
Continental Stock Transfer & Trust Company served as the
exchange agent for the Offer and Consent Solicitation.
About indie
indie is empowering the Autotech revolution with next generation
automotive semiconductors and software platforms. We focus on
developing innovative, high-performance and energy-efficient
technology for ADAS, user experience and electrification
applications. Our mixed-signal SoCs enable edge sensors spanning
Radar, LiDAR, Ultrasound, and Computer Vision, while our embedded
system control, power management and interfacing solutions
transform the in-cabin experience and accelerate increasingly
automated and electrified vehicles. We are an approved vendor to
Tier 1 partners and our solutions can be found in marquee
automotive OEMs worldwide. Headquartered in Aliso Viejo, CA, indie
has design centers and regional support offices across the United
States, Canada, Argentina, Scotland, England, Germany, Hungary,
Morocco, Israel, Japan, South Korea, Switzerland and China.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws, including statements
regarding the expected timing of the Post-Offer Exchange. These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements are predictions, projections, and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including, but not limited to those described under the
section entitled “Risk Factors” in the Company’s Registration
Statement on Form S-4, filed September 22, 2023, as such factors
may be updated from time to time in the Company’s filings with the
SEC, which are accessible on the SEC’s website at www.sec.gov.
New risks emerge from time to time. It is not possible for our
management to predict all risks, nor can we assess the impact of
all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
we may make. In light of these risks, uncertainties and
assumptions, the forward-looking events and circumstances discussed
in this press release may not occur and actual results could differ
materially and adversely from those anticipated.
Forward-looking statements speak only as of the date they are
made. Readers are cautioned not to put undue reliance on
forward-looking statements, and we assume no obligation and do not
intend to update or revise these forward-looking statements,
whether as a result of new information, future events or otherwise.
We do not give any assurance that we will achieve our
expectations.
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