A quantum computing company now owns a US chip foundry, and SkyWater stock stopped trading before Friday's opening bell
Trading was halted before the market opened, which is how this one was visible before either company said a word.
IonQ completed its acquisition of SkyWater Technology on Friday, under a merger agreement signed on 25 January. SkyWater filed the closing 8-K in the pre-market. Its cover page already carries a different name: SkyWater Technology, LLC.
The consideration
Each share of SkyWater common stock outstanding at the effective time converted into the right to receive $15.00 in cash and 0.4883 shares of IonQ common stock, plus cash in lieu of any fractional share. Shares held by the buyer and its subsidiaries were excluded, as were shares whose holders properly demanded appraisal under Delaware law.
Neither filing gives a total. No purchase price, equity value or share count appears in either document, so the aggregate is not calculable from them and is not given here.
Employee awards moved at a different rate. Options and employee restricted stock units converted into IonQ awards at 0.8546 shares each, keeping their existing terms. Restricted stock units held by non-employee directors vested and settled in full before the effective time, and the resulting shares were treated like any other.
The structure, and what it left behind
The deal ran in two steps on the same day. Iris Merger Subsidiary 1 merged into SkyWater, which survived as a wholly owned subsidiary. SkyWater then merged into Iris Merger Subsidiary 2, a limited liability company, which survived under the SkyWater Technology name. The parent now beneficially owns 100 percent of the equity of the surviving company.
Three things closed with it.
The revolving credit facility was repaid in full and the loan agreement terminated, with Siena Lending Group as agent. The filing states that no material early termination penalties were incurred. Eight directors resigned: Timothy E. Baxter, Edward M. Daly, Nancy Fares, Dennis J. Goetz, Joseph J. Humke, Andrew D. C. LaFrence, Tammy J. Miller and Loren A. Unterseher. The filing states the departures were not the result of any disagreement over the company's operations, policies or practices, which is the standard language and is reported here as language rather than as a finding.
The company has asked Nasdaq to file a Form 25 to delist and deregister the stock, and intends to follow with a Form 15 to suspend its Exchange Act reporting.
What the buyer says it bought
IonQ is a quantum computing company listed in New York. SkyWater runs semiconductor fabrication plants in Minnesota, Florida and Texas, and describes itself as the largest exclusively US-based semiconductor foundry and a DMEA-accredited Category 1A Trusted Foundry. Those are the companies' own descriptions.
Chief Executive Niccolo de Masi said in the announcement that the acquisition covers capabilities "from quantum foundry and advanced packaging to manufacturing and commercialization." SkyWater will operate as a subsidiary under its own name, and its chief executive Thomas Sonderman will lead it and report to de Masi.
The closing followed receipt of required regulatory approvals, according to the announcement, which names none of them.
The combined company expects to report second quarter results on 5 August after the US close, with an investor day on 8 September.