Navitas is paying up to $232.8m for a two-year-old power chip startup, and the stock it has set aside for the people who come with it is worth more than the earnout it is paying the sellers

Twenty eight point nine million dollars.

That is the value Navitas Semiconductor has put on the performance stock units it will hand to the Claros employees who stay after the deal closes, measured at its own reference share price. The earnout payable to the people selling the company is $16.7m. The retention pool is 1.73 times the size of the seller earnout, and the two vest on the same business milestones over the same two years.

Navitas signed the agreement on Monday and filed it at 06:04 on Tuesday morning, before the market opened. Claros, Inc. was founded in 2024.

The price, split three ways

The aggregate purchase price is estimated at approximately $232.8m, and the filing breaks it into parts the press release leaves merged.

Approximately $126.4m is cash at closing. Approximately $89.7m is stock at closing, roughly 6.9 million shares of Class A common. The remaining $16.7m is the earnout, payable in shares capped at about 1.28 million, on business milestones running from the closing date to the day before its second anniversary.

Every share figure rests on one number. Navitas closed at $12.97 on 21 August, and that is the reference price the filing uses to value the paper. Move the share price and the dollar labels move with it, because the stock portions are expressed in shares.

The employee awards sit outside all of this. They come from the 2021 equity incentive plan rather than from the merger consideration, which is why the $28.9m does not appear in the $232.8m.

Two dates that do not match

The company says it currently anticipates closing prior to 31 December 2026, and adds that there can be no assurance it will close before then or at all.

The termination clause is stricter. Either side may walk away if the closing has not occurred on or before 22 December.

Nine days separate the deadline written into the contract from the date the company points investors at. Nothing in the filing explains the gap.

What the buyer says it is buying

Claros makes vertical power delivery and integrated voltage regulator technology for artificial intelligence data centres, which is the last stage of getting current into a processor.

The market case is the company's own and belongs to it. Navitas says the acquisition would more than double the serviceable market it has identified for 2030 to over $8bn, adding at least $3.5bn from those two product categories on top of the $3.5bn it counts for gallium nitride and silicon carbide and roughly $1bn from junction field-effect transistors. It says the technologies become a growth accelerator from 2028 or 2029 and that its path to profitability is unchanged. None of that is a filed number and none of it is tested here.

Clearance from the Department of Justice under Hart Scott Rodino is a condition. Shareholder Representative Services LLC will act for the Claros securityholders. Connected Vision Advisors and Needham and Company advised Navitas on the transaction, with Cozen O'Connor as its counsel and DLA Piper acting for Claros.