Indie Semiconductor and Thunder Bridge Acquisition II to merge

Indie Semiconductor, a next generation automotive semiconductor and software company and Thunder Bridge Acquisition II Ltd, a blank check company, have agreed to merge.

Indie Semiconductor, a next generation automotive semiconductor and software company and Thunder Bridge Acquisition II Ltd, a blank check company, have agreed to merge. Upon closing of the transaction, the combined company will be named Indie Semiconductor Inc. and be listed on the NASDAQ under the ticker symbol “INDI.” The transaction implies an equity value for the combined company of roughly $1.4 billion.

PRESS RELEASE

ALISO VIEJO, Calif. & GREAT FALLS, Va.–(BUSINESS WIRE)–indie Semiconductor, a next generation automotive semiconductor and software innovator, and Thunder Bridge Acquisition II, Ltd. (Nasdaq: THBR), a special purpose acquisition company, today announced they have entered into a definitive agreement for a business combination that would result in the combined entity continuing as a publicly listed company. Upon closing of the transaction, the combined operating entity will be named indie Semiconductor, Inc. and will be listed on the Nasdaq Stock Market under the ticker symbol INDI. The transaction reflects an implied equity value for the combined company of roughly $1.4 billion.

indie is at the forefront of disruptive automotive megatrends spanning ADAS/Autonomous, Connectivity, User Experience and Vehicle Electrification. Today, indie’s automotive semiconductor portfolio addresses a $16 billion market, according to IHS, which is expected to exceed $38 billion by 2025 driven by strong demand for silicon and software content in automobiles. indie’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, defined as projected revenues based on existing contracts, design and pricing terms and historic production trends.

“Thunder Bridge II has found an outstanding merger partner in indie Semiconductor,” said Gary Simanson, president and CEO of Thunder Bridge II. “Donald McClymont and his team have established a leadership franchise with a differentiated product offering, having shipped over 100 million units to Tier 1 automotive suppliers globally. By virtue of our combination, we believe that indie will have the financial firepower to accelerate the Company’s strategic growth initiatives and help create an Autotech pureplay powerhouse.”

“indie is empowering the Autotech revolution with our highly innovative system solutions,” said Donald McClymont, indie’s co-founder, chairman and chief executive officer. “Our mixed signal SoC platforms are enabling a diverse set of rapidly emerging automotive megatrends that have reached an inflection point. Accordingly, we are excited to partner with Thunder Bridge II at this key growth juncture to capitalize on our existing design win pipeline, extend indie’s product reach, drive scale and further consolidate within Autotech, ultimately creating shareholder value as a public company.”

Upon the closing of the transaction, the combined company will be led by indie’s management team. Prior to founding indie, Donald McClymont held executive roles at Axiom, Skyworks and Conexant. He is joined by Co-founder and President Ichiro Aoki, Ph.D., and Co-founder and Chief Technology Officer Scott Kee, Ph.D., as well as Chief Financial Officer and EVP of Strategy, Thomas Schiller, who previously led highly successful IPOs and M&A initiatives at Skyworks, Conexant and Rockwell Semiconductor Systems. Together, the indie management team has demonstrated a track record of scaling new business and creating extraordinary shareholder value. indie is headquartered in Aliso Viejo, California, and has a global footprint of design centers and sales offices across the U.S., Europe and Asia.

Transaction Overview
The transaction reflects an implied equity value of the combined company of $1.4 billion, based on current assumptions, with a $10.00 per share PIPE subscription price. Upon closing, the combined company will receive up to $495 million in cash, comprised of a $150 million PIPE and up to $345 million in cash held in trust by Thunder Bridge II, assuming no redemptions by THBR shareholders. The boards of directors for both indie and Thunder Bridge II have unanimously approved the proposed business combination, which is expected to be completed in the first quarter of 2021, subject to, among other things, the approval by Thunder Bridge II’s shareholders, satisfaction of the conditions stated in the definitive agreement and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”), the receipt of certain regulatory approvals, and approval by The Nasdaq Stock Market to list the securities of the combined company.

Additional information about the proposed transaction, including a copy of the master transaction agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Thunder Bridge II with the SEC and available at www.sec.gov. More information about the proposed transaction will also be described in Thunder Bridge II’s registration statement relating to the business combination, which it will file with the SEC.

Advisors
Morgan Stanley & Co. LLC is serving as sole financial advisor and lead private placement agent to Thunder Bridge II. Deutsche Bank Securities is serving as lead financial advisor and lead capital markets advisor to indie Semiconductor and joint private placement agent to Thunder Bridge II. Goldman Sachs and Nomura Greentech are also serving as financial advisors to indie Semiconductor. Nelson Mullins Riley & Scarborough, Littler Mendelson and Ellenoff Grossman & Schole are serving as legal advisors to Thunder Bridge II while Loeb and Loeb as well as Rodriguez Wright are serving as legal advisors to indie Semiconductor.

Investor Conference Call
indie and Thunder Bridge II will host a joint investor conference call to discuss the proposed transaction today, December 15, 2020 at 8:00 a.m. ET.
To listen to the conference call via telephone dial (877) 451-6152 (U.S.) and (201) 389-0879 (international callers/U.S. toll) and enter the conference ID number 13714088. To listen via webcast, go to https://indiesemi.com/investors. A telephone replay will be available until midnight on Tuesday, December 29, 2020 at (844) 512-2921 (U.S.) and (412) 317-6671 (international callers/U.S. toll), conference ID number 13714088.

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.

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 Detroit, MI, Austin, TX, Boston, MA, Edinburgh, UK, Dresden, Germany and Wuxi, China.
Please visit us at www.indiesemi.com to learn more.