SITIME Corp 8-K

What Happened

• On February 4, 2026, SiTime Corporation (SITM) entered into an Asset Purchase Agreement to acquire Renesas Electronics Corporation’s timing business from Renesas Electronics America Inc. for approximately $1,500,000,000 in cash plus 4,130,644 shares of SiTime common stock. The stock portion will be sized using the 10‑day VWAP ending three full trading days before closing, subject to a floor of $308.6686 and a ceiling of $417.6104 per share.
• The deal closing is subject to customary conditions, including accuracy of representations, performance of covenants, expiration/termination of Hart‑Scott‑Rodino waiting periods and other regulatory approvals. SiTime and Renesas will enter ancillary agreements at closing covering IP, transition services and resale registration rights.

Key Details

• Agreement date: February 4, 2026. Estimated cash consideration: ~$1.5 billion; stock consideration: 4,130,644 shares (VWAP‑based, $308.6686 floor / $417.6104 cap).
• Financing: SiTime signed a Commitment Letter with Wells Fargo on February 4, 2026 for up to $900 million in a 364‑day senior secured bridge loan (subject to customary conditions). Closing is not conditioned on availability of this bridge — SiTime may pursue other financing or capital markets options.
• Timing and termination: If not closed by November 4, 2026, either party may terminate subject to automatic extensions (a 3‑month then a 6‑month extension in certain cases). SiTime may owe a termination fee of $150 million or $75 million in specified scenarios.
• Ancillary items: Related IP, transition services and resale registration rights agreements will become effective at closing.

Why It Matters

• The acquisition is a material strategic transaction that could significantly expand SiTime’s product portfolio and market position in timing semiconductors. The ~$1.5B cash component and potential use of up to $900M bridge financing are important drivers of SiTime’s near‑term capital needs and dilution profile (stock consideration).
• Investors should watch regulatory/antitrust approvals, the final VWAP used to size the stock consideration, the company’s financing plan, and any required disclosures about expected integration costs or timing. The filing also includes forward‑looking cautionary language; closing is subject to customary conditions and risks.