お知らせ • Jul 31
IonQ, Inc. (NYSE:IONQ) completed the acquisition of SkyWater Technology, Inc. (NasdaqCM:SKYT) from CMI Oxbow Partners, LLC, Oxbow Industries, LLC, Loren A. Unterseher, and others.
IonQ, Inc. (NYSE:IONQ) entered into a definitive agreement to acquire SkyWater Technology, Inc. (NasdaqCM:SKYT) from CMI Oxbow Partners, LLC, Oxbow Industries, LLC, Loren A. Unterseher, and others for $1.8 billion on January 25, 2026. Under the agreement, SkyWater shareholders will receive $15 in cash and $20 in shares of IonQ common stock, subject to a collar, for each share of SkyWater common stock held at close of the transaction, implying a total equity value of approximately $1.8 billion. The stock component is subject to a collar under which SkyWater shareholders will receive IonQ stock valued at $20.00 per SkyWater share, based on the 20-day volume weighted average price of IonQ stock as of three business days before closing, unless such volume-weighted average is greater than $60.13 per share, in which case SkyWater shareholders will receive 0.3326 IonQ shares per SkyWater share, or less than $37.99 per share, in which case SkyWater shareholders will receive 0.5265 IonQ shares per SkyWater share. The purchase price represents a 38% premium. In case of termination, SkyWater Technology, Inc. will pay a termination fee of $51.57 million. IonQ expects to fund the aggregate Per Share Cash Consideration from cash on hand.
Following the close of the transaction, SkyWater will operate as a wholly owned subsidiary under the SkyWater name. Thomas Sonderman will lead the subsidiary and report to Niccolo de Masi. SkyWater will maintain its headquarters in Bloomington, Minnesota and its facilities in Minnesota, Florida, and Texas will serve as Regional Quantum Production Hubs.
The Boards of Directors of both companies have unanimously approved the transaction. The transaction is expected to close in the second or third quarter of 2026, subject to approval by SkyWater shareholders, receipt of required regulatory approvals, listing/approval of new shares on stock exchange, effectiveness of the registration statement on Form S-4, satisfaction of other customary closing conditions, and compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976. On April 24, 2026, IonQ and SkyWater each received a request for additional information from the U.S. Federal Trade Commission in connection with the FTC’s review of the Mergers. The issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both IonQ and SkyWater have substantially complied with the Second Request, unless the waiting period is extended voluntarily by the parties or terminated earlier by the FTC. As of May 8, 2026, the transaction has been approved by the shareholders of SkyWater Technology, Inc. As of July 28, 2026, IonQ received the final regulatory approval to complete the acquisition. Having secured all required regulatory approvals and satisfied other outstanding closing conditions, closing of the transaction is anticipated on July 31, 2026.
Cantor Fitzgerald & Co. and BofA Securities, Inc. acted as financial advisor for IonQ, Inc. Chelsea Darnell, Robert Kindler, Timothy Cruickshank, Tony Rim, Jonathan Ashtor, Scott Sher, Yuni Sobel, Jean McLoughlin and Stefanie Gitler of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors for IonQ, Inc. Joele Frank, Wilkinson Brimmer Katcher acted as strategic communications advisor for IonQ, Inc. Goldman Sachs & Co. LLC acted as financial advisor, fairness opinion provider for SkyWater Technology, Inc and will receive a fee of $33 million. John Wilson, Mark Plichta, Eric Lauria-Banta, Benjamin Dryden, Leigh Riley, Timothy Voigtman, and Erin Toomey and John Wilson of Foley & Lardner LLP acted as legal advisors for SkyWater Technology, Inc. FGS Global acted as strategic communications advisor for SkyWater Technology, Inc. Equiniti Trust Company, LLC acted as transfer agent for SkyWater Technology, Inc. Innisfree M&A Incorporated acted as proxy solicitor for SkyWater Technology, Inc and will receive a fee of $0.03 million.
IonQ, Inc. (NYSE:IONQ) completed the acquisition of SkyWater Technology, Inc. (NasdaqCM:SKYT) from CMI Oxbow Partners, LLC, Oxbow Industries, LLC, Loren A. Unterseher, and others on July 31, 2026. Following the completion, SkyWater will operate as a subsidiary under the SkyWater name. SkyWater has filed to deregister its remaining unsold securities.