M&A - PDF SOLUTIONS INC

Form Type: 8-K

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: New

Accession Number: 000155837025002503

Filing Summary: On March 7, 2025, PDF Solutions, Inc. completed the acquisition of the secureWISE business from Telit IOT Solutions Inc. The acquisition was structured as a purchase of all outstanding equity interests of SecureWise LLC for a cash purchase price of $130,000,000, subject to adjustments regarding indebtedness and working capital. The transaction was financed through a combination of cash on hand and new borrowings from two Credit Facilities established in a Credit Agreement with Wells Fargo Bank, which provides a revolving credit facility of $45 million and a term loan facility of $25 million. This acquisition is a significant step in expanding the company's portfolio and capabilities in the semiconductor industry.

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Form Type: 8-K

Filing Date: 2025-02-19

Corporate Action: Acquisition

Type: New

Accession Number: 000155837025001155

Filing Summary: On February 19, 2025, PDF Solutions, Inc. entered into an Equity Purchase Agreement with Telit IOT Solutions Inc. and SecureWise LLC to acquire the Seller's secureWISE business by purchasing all outstanding equity interests of the Target held by the Seller. The total cash purchase price will be $130,000,000, subject to adjustments for indebtedness, transaction expenses, cash, and working capital of the Business. The transaction was approved by the Company's Board of Directors and is expected to close in the first quarter of 2025. The Purchase Agreement includes customary warranties, covenants, and conditions for such acquisitions. The transaction may be terminated under certain circumstances, including mutual consent, failure to close by March 12, 2025, or material breaches. The Company plans to finance the acquisition partly through a debt commitment letter providing a $45 million revolving credit facility and a $25 million term loan, with no financing contingency included in the Purchase Agreement.

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