indie Semiconductor Completes Exchange Offer and Consent Solicitation and Notice to Exercise Right to Exchange Remaining Outstanding Warrants

Rhea-AI Summary

indie Semiconductor, Inc. has completed its exchange offer and consent solicitation for its outstanding warrants. The company issued 7,027,517 shares of Class A common stock in exchange for the tendered warrants. The remaining untendered warrants will be exchanged at a ratio of 0.2565 shares of Class A common stock for each warrant. The warrants are expected to be suspended from trading and delisted.

Positive

• indie Semiconductor, Inc. completed its exchange offer, resulting in the issuance of 7,027,517 shares of Class A common stock. This could positively impact the stock price as it increases the company's equity and potentially attracts more investors.

Negative

• The warrants are expected to be suspended from trading and delisted, which could negatively impact the stock price as it reduces the liquidity and marketability of the company's securities.

ALISO VIEJO, Calif.--(BUSINESS WIRE)-- indie Semiconductor, Inc. (NASDAQ: INDI) (“indie” or the “Company”), an Autotech solutions innovator, has completed its previously announced exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding (i) public warrants to purchase shares of Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), which warrants trade on The Nasdaq Capital Market under the symbol “INDIW” (the “public warrants”), and (ii) private placement warrants to purchase shares of Class A common stock (the “private placement warrants” and, together with the public warrants, the “warrants”). The Company issued 7,027,517 shares of Class A common stock in exchange for the Warrants tendered in the Offer.

The Company also entered into the related amendment to the warrant agreement governing the warrants (the “Amendment No. 2”) and announced that it will exercise its right, in accordance with the terms of Amendment No. 2, to exchange all remaining untendered Warrants at an exchange ratio of 0.2565 shares of Class A common stock for each Warrant. The Company has fixed the date for such exchange as November 9, 2023.

As a result of the completion of the Exchange Offer and the upcoming exchange for the remaining untendered Warrants, no Warrants will remain outstanding. Accordingly, the Warrants are expected to be suspended from trading on the Nasdaq Capital Market (“Nasdaq”) as of the close of business on November 8, 2023, and will be delisted. The Class A common stock will continue to be listed and trade on the Nasdaq under the symbol INDI.

The Company engaged BofA Securities as the dealer manager for the Offer and Consent Solicitation, D.F. King & Co., Inc. as the information agent for the Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company served as the exchange agent for the Offer and Consent Solicitation.

About indie

indie is empowering the Autotech revolution with next generation automotive semiconductors and software platforms. We focus on developing innovative, high-performance and energy-efficient technology for ADAS, user experience and electrification applications. Our mixed-signal SoCs enable edge sensors spanning Radar, LiDAR, Ultrasound, and Computer Vision, while our embedded system control, power management and interfacing solutions transform the in-cabin experience and accelerate increasingly automated and electrified vehicles. We are an approved vendor to Tier 1 partners and our solutions can be found in marquee automotive OEMs worldwide. Headquartered in Aliso Viejo, CA, indie has design centers and regional support offices across the United States, Canada, Argentina, Scotland, England, Germany, Hungary, Morocco, Israel, Japan, South Korea, Switzerland and China.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected timing of the Post-Offer Exchange. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, but not limited to those described under the section entitled “Risk Factors” in the Company’s Registration Statement on Form S-4, filed September 22, 2023, as such factors may be updated from time to time in the Company’s filings with the SEC, which are accessible on the SEC’s website at www.sec.gov.

New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated.

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. We do not give any assurance that we will achieve our expectations.

View source version on businesswire.com: https://www.businesswire.com/news/home/20231025504945/en/

Media Inquiries

media@indiesemi.com

Investor Relations

ir@indiesemi.com

Source: indie Semiconductor

FAQ

What is the exchange offer and consent solicitation completed by indie Semiconductor, Inc.?

The exchange offer and consent solicitation involved the tendering of outstanding warrants in exchange for shares of Class A common stock.

How many shares of Class A common stock were issued in the exchange offer?

indie Semiconductor, Inc. issued 7,027,517 shares of Class A common stock in the exchange offer.

What will happen to the remaining untendered warrants?

The remaining untendered warrants will be exchanged at a ratio of 0.2565 shares of Class A common stock for each warrant.

What is the expected impact on the stock price?

The suspension and delisting of the warrants could potentially have a negative impact on the stock price, while the issuance of additional shares could have a positive impact.