- Combination with Thunder Bridge Acquisition II on Track to
Close Early Spring 2021
- Clears Hart-Scott-Rodino Transaction Hurdle
- Company Sees Strengthening Autotech Demand and Sustainable
Order Pattern
- Reaffirms Strong Revenue Outlook for Above Market Growth
- Current Industry Shortage of Automotive ICs Underscores
Strategic Market Opportunity
indie Semiconductor, an Autotech solutions innovator which is
currently in the process of becoming a public company through a
planned merger with Thunder Bridge Acquisition II (Nasdaq: THBR), a
special purpose acquisition company, today provided a transaction
timeline and business update. indie and Thunder Bridge did not
receive any communication from the Federal Trade Commission (FTC)
or Department of Justice (DOJ) as of the expiration of the 30-day
waiting period for premerger notification filings under the
Hart-Scott-Rodino (HSR) Antitrust Act. Accordingly, no additional
antitrust action is needed. Further, indie and Thunder Bridge
expect to file an updated Form S-4 to their original January 25,
2021 document in response to an initial round of comments recently
received from the Securities and Exchange Commission. As a result,
indie and Thunder Bridge expect to close the transaction in early
Spring 2021, subject to the Form S-4 being declared effective and
customary closing conditions, including a successful shareholder
vote.
With a decade-long history of innovation, indie is at the
forefront of several disruptive automotive megatrends spanning
ADAS/Autonomous, Connectivity, User Experience and Vehicle
Electrification. The Company’s best-in-class, mixed signal
system-on-a-chip (SoC) solutions are currently on 12 Tier 1
approved vendor lists, contributing to a strategic backlog position
of more than $2 billion, as previously disclosed, which indie
defines as projected revenues based on existing contracts, design
and pricing terms and historic production trends. According to IHS,
the Company’s automotive semiconductor portfolio currently
addresses a $16 billion market, which is expected to exceed $38
billion by 2025 driven by strong demand for silicon and software
content in automobiles.
“Response to our merger announcement has been overwhelmingly
positive amongst our existing customers, new partners and global
employee base,” said Donald McClymont, indie’s co-founder, chairman
and chief executive officer. “Strengthening visibility and pent-up
demand in the current quarter is setting the stage for demonstrable
market outperformance this year. From a longer-term perspective,
the current supply shortage across the automotive semiconductor
industry is underscoring the need for an additional vendor with
scale who meets all key quality standards. indie is particularly
well positioned to capitalize on this enormous strategic market
opportunity, especially after the completion of our planned merger
with Thunder Bridge. To that end, we look forward to providing
updates on our closing activities over the coming weeks.”
About indie
indie is empowering the Autotech revolution with next generation
automotive semiconductors and software platforms. We focus on edge
sensors for Advanced Driver Assistance Systems including LiDAR,
connected car, user experience and electrification applications.
These technologies represent the core underpinnings of both
electric and autonomous vehicles, while the advanced user
interfaces transform the in-cabin experience to mirror and
seamlessly connect to the mobile platforms we rely on every day. We
are an approved vendor to Tier 1 partners and our solutions can be
found in marquee automotive OEMs around the world. Headquartered in
Aliso Viejo, CA, indie has design centers and sales offices in
Austin, TX; Boston, MA; Detroit, MI; San Francisco and San Jose,
CA; Budapest, Hungary; Dresden, Germany; Edinburgh, Scotland and
various locations throughout China.
Please visit us at www.indiesemi.com to learn more.
In December 2020, indie announced it entered into a definitive
agreement to merge with Thunder Bridge Acquisition II, Ltd.
(Nasdaq: THBR), a special purpose acquisition company. The
transaction is expected to close in early Spring 2021, subject to
regulatory and stockholder approvals, and other customary closing
conditions. The combined company will retain the indie
Semiconductor name and be listed on Nasdaq under the new ticker
symbol “INDI.”
About Thunder Bridge Acquisition II, Ltd.
Thunder Bridge Acquisition II, Ltd. is a blank check company
formed for the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. In August 2019, Thunder
Bridge Acquisition II consummated a $345 million initial public
offering (the “IPO”) of 34.5 million units (reflecting the
underwriters’ exercise of their over-allotment option in full),
each unit consisting of one of the Company’s Class A ordinary
shares and one-half warrant, each whole warrant enabling the holder
thereof to purchase one Class A ordinary share at a price of $11.50
per share. Thunder Bridge II’s securities are quoted on the Nasdaq
stock exchange under the ticker symbols THBRU, THBR and THBRW.
Additional Information about the Transaction and Where to
Find It
In connection with the proposed transaction, Thunder Bridge II
filed a registration statement on Form S-4 (the “Form S-4”), which
includes a proxy statement/prospectus, with the Securities and
Exchange Commission (the “SEC”) on January 25, 2021, and intends to
file any and all additional relevant materials and other documents,
as they become available, regarding the proposed transaction with
the SEC. Thunder Bridge II’s shareholders and other interested
persons are advised to read, the preliminary proxy
statement/prospectus, included in the Form S-4, and the amendments
thereto and the definitive proxy statement/prospectus and documents
incorporated by reference therein filed in connection with the
proposed business combination, as these materials will contain
important information about indie, Thunder Bridge II and the
proposed business combination. Promptly after the Form S-4 is
declared effective by the SEC, Thunder Bridge II will mail the
definitive proxy statement/prospectus and a proxy card to each
shareholder entitled to vote at the meeting relating to the
approval of the Business Combination and other proposals set forth
in the proxy statement/prospectus. Before making any voting or
investment decision, investors and shareholders of Thunder Bridge
II are urged to carefully read the entire Form S-4 and proxy
statement/prospectus, when they become available, and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important
information about the proposed transaction. The documents filed by
Thunder Bridge II with the SEC may be obtained free of charge at
the SEC’s website at www.sec.gov or by directing a request to
Thunder Bridge Acquisition II, Ltd., 9912 Georgetown Pike, Suite
D203, Great Falls, Virginia, 22066, Attention: Secretary, or by
calling (202) 431-0507.
Participants in the Solicitation
Thunder Bridge II and its directors and executive officers may
be deemed participants in the solicitation of proxies from its
shareholders with respect to the business combination. A list of
the names of those directors and executive officers and a
description of their interests in Thunder Bridge II is in the proxy
statement/prospectus for the proposed business combination included
in the Form S-4, which is available at www.sec.gov. Information
about Thunder Bridge II’s directors and executive officers and
their ownership of Thunder Bridge II ordinary shares is set forth
in Thunder Bridge II prospectus, dated August 9, 2019 and in the
proxy statement/prospectus included in the Form S-4, as may be
modified or supplemented by any Form 3 or Form 4 filed with the SEC
since the date of such filings. Other information regarding the
interests of the participants in the proxy solicitation is also
disclosed in the proxy statement/prospectus included in the Form
S-4 pertaining to the proposed business combination. These
documents can be obtained free of charge from www.sec.gov.indie and
its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders
of Thunder Bridge II in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination is disclosed in the proxy statement/prospectus
included in the Form S-4 for the proposed business combination.
Forward Looking Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about future financial and operating results, our plans,
objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified
by words such as “will likely result,” “are expected to,” “will
continue,” “is anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning. These
forward-looking statements include, but are not limited to,
statements regarding indie’s industry and market sizes, future
opportunities for indie and Thunder Bridge II, indie’s estimated
future results and the proposed business combination between
Thunder Bridge II and indie, including the implied enterprise
value, the expected transaction and ownership structure and the
likelihood, timing and ability of the parties to successfully
consummate the proposed transaction. Such forward-looking
statements are based upon the current beliefs and expectations of
our management and are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of
which are difficult to predict and generally beyond our control.
Actual results and the timing of events may differ materially from
the results anticipated in these forward-looking statements.
In addition to factors previously disclosed in Thunder Bridge
II’s reports filed with the SEC and those identified elsewhere in
this communication, the following factors, among others, could
cause actual results and the timing of events to differ materially
from the anticipated results or other expectations expressed in the
forward-looking statements: inability to meet the closing
conditions to the business combination, including the occurrence of
any event, change or other circumstances that could give rise to
the termination of the definitive agreement; the inability to
complete the transactions contemplated by the definitive agreement
due to the failure to obtain approval of Thunder Bridge II’s
shareholders, the failure to achieve the minimum amount of cash
available following any redemptions by Thunder Bridge II
shareholders, redemptions exceeding a maximum threshold or the
failure to meet The Nasdaq Stock Market’s initial listing standards
in connection with the consummation of the contemplated
transactions; costs related to the transactions contemplated by the
definitive agreement; a delay or failure to realize the expected
benefits from the proposed transaction; risks related to disruption
of management’s time from ongoing business operations due to the
proposed transaction; changes in the automobile or semiconductor
markets in which indie competes, including with respect to its
competitive landscape, technology evolution or regulatory changes;
changes in domestic and global general economic conditions, risk
that indie may not be able to execute its growth strategies,
including identifying and executing acquisitions; risks related to
the ongoing COVID-19 pandemic and response; risk that indie may not
be able to develop and maintain effective internal controls; and
other risks and uncertainties indicated in Thunder Bridge II’s
final prospectus, dated August 9, 2019, for its initial public
offering, and the proxy statement/prospectus relating to the
proposed business combination, including those under “Risk Factors”
therein, and in Thunder Bridge II’s other filings with the SEC.
Indie cautions that the foregoing list of factors is not
exclusive.
Actual results, performance or achievements may differ
materially, and potentially adversely, from any projections and
forward-looking statements and the assumptions on which those
forward-looking statements are based. There can be no assurance
that the data contained herein is reflective of future performance
to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as
projected financial information and other information are based on
estimates and assumptions that are inherently subject to various
significant risks, uncertainties and other factors, many of which
are beyond our control. All information set forth herein speaks
only as of the date hereof in the case of information about Thunder
Bridge II and indie or the date of such information in the case of
information from persons other than Thunder Bridge II or indie, and
we disclaim any intention or obligation to update any forward
looking statements as a result of developments occurring after the
date of this communication. Forecasts and estimates regarding
indie’s industry and end markets are based on sources we believe to
be reliable, however there can be no assurance these forecasts and
estimates will prove accurate in whole or in part. Annualized, pro
forma, projected and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual
results.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210223005435/en/
Media Relations: Pilar Barrigas 949-608-0854
media@indiesemi.com
Investor Relations: ir@indiesemi.com
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