Renesas Electronics Corporation (TSE:6723) entered into a definitive agreement to acquire Transphorm, Inc. (NasdaqCM:TGAN) from KKR & Co. Inc. (NYSE:KKR), KKR Phorm Investors L.P., KKR Group Partnership L.P., KKR Group Holdings Corp., KKR Group Co. Inc. and KKR Phorm Investors GP LLC for approximately $340 million on January 10, 2024. As part of the transaction, a subsidiary of Renesas will acquire all outstanding shares of Transphorm?s common stock for $5.10 per share in cash, representing a premium of approximately 35% to Transphorm?s closing price on January 10, 2024, a premium of approximately 56% to the volume weighted average price over the last twelve months and a premium of approximately 78% to the volume weighted average price over the last six months. The transaction values Transphorm at approximately $339 million. Upon termination of the Merger Agreement under specified circumstances, Transphorm will be required to pay Renesas Electronics a termination fee of $12.93 million. Upon termination of the Merger Agreement under specified circumstances, Renesas Electronics will be required to pay Transphorm a termination fee of $20 million.

The board of directors of Transphorm has unanimously approved the definitive agreement with respect to the transaction and recommended that Transphorm stockholders adopt such definitive agreement and approve the merger. Concurrently with the execution of the definitive agreement, KKR Phorm Investors L.P., which holds approximately 38.6% of Transphorm?s outstanding common stock, has entered into a customary voting agreement with Renesas to vote in favor of the transaction. The transaction is expected to close in the second half of calendar year 2024, subject to Transphorm stockholder approval, required regulatory clearances and the satisfaction of other customary closing conditions, including the expiration or termination of the applicable waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976. As of January 11, 2024, The law firm of Wohl & Fruchter LLP is investigating the fairness of the price of $5.10 per share in cash of the transaction.

Citi is serving as financial advisor to Renesas; and Jon A. Olsen and Jean A. Lee of Goodwin Procter LLP and Covington & Burling LLP are serving as legal counsel. BofA Securities, Inc. is serving as financial advisor and fairness opinion provider to Transphorm; and Erika Muhl, Douglas K. Schnell and Broderick Henry of Wilson, Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel. Andy Levine of Jones Day acted as legal advisor to KKR.

Renesas Electronics Corporation (TSE:6723) completed the acquisition of acquire Transphorm, Inc. (NasdaqCM:TGAN) from KKR & Co. Inc. (NYSE:KKR), KKR Phorm Investors L.P., KKR Group Partnership L.P., KKR Group Holdings Corp., KKR Group Co. Inc. and KKR Phorm Investors GP LLC on June 20, 2024.