DUBLIN and MEMPHIS, Tenn., Oct. 7,
2021 /PRNewswire/ -- Navitas Semiconductor ("the
Company" or "Navitas"), the industry-leader in GaN power integrated
circuits ("ICs"), and its partner Live Oak Acquisition Corp. II
("Live Oak II") (NYSE: LOKB), a publicly-traded special-purpose
acquisition company, provided certain updates related to their
proposed business combination, which values the combined entity at
a pro forma equity value of $1.04
billion.
Navitas Semiconductor and Live Oak II add $18mm to PIPE and up to
$30mm forward-purchase agreement.
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 and 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. With over 130 patents issued or pending,
and significant trade secrets including a proprietary process
design kit (PDK), Navitas believes it has a multi-year lead in
next-generation GaN power ICs.
Since the original announcement of the business combination on
May 7th, 2021, the number
of OEM chargers in mass production containing Navitas GaNFast power
ICs has increased from 75 to more than 140, more than all GaN
competitors combined, based on Navitas estimates. The number of
GaNFast power ICs shipped has also increased, from over 18 million
to over 25 million as of August
1st, 2021.
In addition to previously disclosed tier-1 customers such as
Dell, Amazon, LG Electronics, Xiaomi and Belkin, Navitas recently
showcased testimonials from partners including Enphase Energy in
the solar market, Electric Vehicle system supplier Brusa Elektronik
AG, and data center power leader Compuware.
At the time that Navitas and Live Oak II entered into the
definitive agreement for the business combination, Live Oak II also
entered into subscription agreements for an oversubscribed and
upsized $145mm private placement of Class A common stock in Live
Oak II at $10.00 per share (the
"PIPE"), from a diversified group of institutional investors. On
August 17, 2021 this was increased to
$155mm and now, Live Oak II has entered into subscription
agreements with new investors for an additional $18mm of Class A
common stock, on the same terms as the existing PIPE investors,
bringing the total to $173mm.
Live Oak II has also entered into a forward purchase agreement
for up to $30M with an affiliate of
Atalaya Capital Management LP ("Atalaya"). Atalaya is a privately
held, SEC-registered alternative investment advisory firm that
focuses primarily on private credit and special opportunities
investments. Please refer to Live Oak II's special report on Form
8-K, filed today with the SEC, for additional information.
About Navitas
Navitas Semiconductor Limited is
the industry leader in GaN power IC's, founded in 2014. Navitas has
a strong and growing team of power semiconductor industry experts
with a combined 300 years of experience in materials, devices,
applications, systems and marketing, plus a proven record of
innovation with over 200 patents among its founders. GaN power ICs
integrate GaN power with drive, control and protection to enable
faster charging, higher power density and greater energy savings
for mobile, consumer, enterprise, eMobility and new energy markets.
Over 130 Navitas patents are issued or pending, and over 25 million
GaNFast power ICs have been shipped with zero reported field
failures.
About Live Oak Acquisition Corp. II
Live Oak II raised
$253 million in December 2020, and its units, Class A common
stock and warrants are listed on the NYSE under the tickers
"LOKB.U," "LOKB" and LOKB WS," respectively. Live Oak II is a blank
check company whose business purpose is to effect a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses. Live
Oak II is led by an experienced team of managers, operators and
investors who have played important roles in helping build and grow
profitable public and private businesses, both organically and
through acquisitions, to create value for stockholders. The team
has experience operating and investing in a wide range of
industries, bringing a diversity of experiences as well as valuable
expertise and perspective.
Cautionary Statement Regarding Forward Looking
Statements
The information in this press release includes
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended. All
statements, other than statements of present or historical fact
included in this press release, regarding the proposed transaction,
the ability of the parties to consummate the transaction, the
benefits of the transaction and the combined company's future
financial performance, as well as the combined company's strategy,
future operations, estimated financial position, estimated revenues
and losses, projections of market opportunity and market share,
projected costs, prospects, plans and objectives of management are
forward-looking statements. When used in this press release, the
words "could," "should," "will," "may," "believe," "anticipate,"
"intend," "estimate," "plan," "seek," "expect," "project,"
"forecast," the negative of such terms and other similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such
identifying words.
Live Oak II and Navitas caution you that the forward-looking
statements contained in this press release are subject to numerous
risks and uncertainties, including the possibility that the
expected growth of Navitas' business will not be realized, or will
not be realized within the expected time period, due to, among
other things: (i) Navitas' goals and strategies, future business
development, financial condition and results of operations; (ii)
Navitas' customer relationships and ability to retain and expand
these customer relationships; (iii) Navitas' ability to accurately
predict future revenues for the purpose of appropriately budgeting
and adjusting Navitas' expenses; (iv) Navitas' ability to diversify
its customer base and develop relationships in new markets; (v) the
level of demand in Navitas' customers' end markets; (vi) Navitas'
ability to attract, train and retain key qualified personnel; (vii)
changes in trade policies, including the imposition of tariffs;
(viii) the impact of the COVID-19 pandemic on Navitas' business,
results of operations and financial condition; (ix) the impact of
the COVID-19 pandemic on the global economy; (x) the ability of
Navitas to maintain compliance with certain U.S. Government
contracting requirements; (xi) regulatory developments in
the United States and foreign
countries; and (xii) Navitas' ability to protect its intellectual
property rights. Forward-looking statements are also subject to
additional risks and uncertainties, including (i) changes in
domestic and foreign business, market, financial, political and
legal conditions; (ii) the inability of the parties to successfully
or timely consummate the proposed transaction, including the risk
that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed transaction or that the approval of the stockholders
of Live Oak II is not obtained; (iii) the outcome of any legal
proceedings that may be instituted against Live Oak II or Navitas
following announcement of the proposed transaction; (iv) the risk
that the proposed transaction disrupts Live Oak II's or Navitas'
current plans and operations as a result of the announcement of the
proposed transaction; (v) costs related to the proposed
transaction; (vi) failure to realize the anticipated benefits of
the proposed transaction; (vii) risks relating to the uncertainty
of the projected financial information with respect to Navitas;
(viii) risks related to the rollout of Navitas' business and the
timing of expected business milestones; (ix) the effects of
competition on Navitas' business; (x) the amount of redemption
requests made by Live Oak II's public stockholders; (xi) the
ability of Live Oak II or the combined company to issue equity or
equity-linked securities in connection with the proposed
transaction or in the future; and (xii) those factors discussed in
Live Oak II's registration statement on Form S-4 (File No.
333-256880) (the "Registration Statement") filed with the
Securities and Exchange Commission (the "SEC") and Live Oak II's
final prospectus filed with the SEC on December 4, 2020 under the heading "Risk Factors"
and other documents of Live Oak II filed, or to be filed, with the
SEC.
If any of the risks described above materialize or our
assumptions prove incorrect, actual results could differ materially
from the results implied by our forward-looking statements. There
may be additional risks that neither Live Oak II nor Navitas
presently know or that Live Oak II and Navitas currently believe
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect Live Oak II's and Navitas'
expectations, plans or forecasts of future events and views as of
the date of this press release. Live Oak II and Navitas anticipate
that subsequent events and
developments will cause Live Oak II's and Navitas' assessments
to change. However, while Live Oak II and Navitas may elect to
update these forward-looking statements at some point in the
future, Live Oak II and Navitas specifically disclaim any
obligation to do so. These forward-looking statements should not be
relied upon as representing Live Oak II's and Navitas' assessments
as of any date subsequent to the date of this press release.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Important Information and Where to Find It
In
connection with the proposed transaction, Live Oak II has filed the
Registration Statement with the SEC, which includes a proxy
statement/prospectus of Live Oak II. Live Oak II also plans to file
other documents and relevant materials with the SEC regarding the
proposed transaction. The Registration Statement has been cleared
by the SEC, and a definitive proxy statement/prospectus has been
mailed to the stockholders of Live Oak II. SECURITYHOLDERS OF LIVE
OAK II AND NAVITAS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS AND RELEVANT MATERIALS RELATING TO THE PROPOSED
TRANSACTION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING
DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders will be able
to obtain free copies of the proxy statement/prospectus and other
documents containing important information about Live Oak II and
Navitas once such documents are filed with the SEC through the
website maintained by the SEC at http://www.sec.gov.
Participants in the Solicitation
Live Oak II and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of Live Oak II
in connection with the proposed transaction. Navitas and its
officers and directors may also be deemed participants in such
solicitation. Securityholders may obtain more detailed information
regarding the names, affiliations and interests of certain of Live
Oak II's executive officers and directors in the solicitation by
reading Live Oak II's Annual Report on Form 10-K filed with the SEC
on March 25, 2021 and the proxy
statement/prospectus and other relevant materials filed with the
SEC in connection with the proposed transaction when they become
available. Information concerning the interests of Live Oak II's
participants in the solicitation, which may, in some cases, be
different than those of Live Oak II's stockholders generally, will
be set forth in the proxy statement/prospectus relating to the
proposed transaction when it becomes available.
Contact Information
For Navitas
Media
Graham Robertson,
CMO Grand Bridges
Graham@GrandBridges.com
Investors
Stephen
Oliver, VP Corporate Marketing & Investor Relations
ir@navitassemi.com
For Live Oak II
Adam J. Fishman, Managing
Partner
afishman@liveoakmp.com
Navitas Semiconductor, GaNFast and the Navitas logo are
trademarks or registered trademarks of Navitas Semiconductor
Limited. All other brands, product names and marks are or may be
trademarks or registered trademarks used to identify products or
services of their respective owners.
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SOURCE Navitas Semiconductor
