Announcement • Jul 02
SiTime Corporation (NasdaqGM:SITM) completed the acquisition of Timing Business of Renesas Electronics America Inc.
SiTime Corporation (NasdaqGM:SITM) signed a definitive agreement to acquire Timing Business of Renesas Electronics America Inc. for $3 billion on February 4, 2026. Under the terms of the asset purchase agreement, SiTime Corporation will pay $1.5 billion in cash and will issue approximately 4.13 million shares of SiTime Corporation. The shares are subject to a potential adjustment and a collar determined by the 10-day volume weighted average price (“VWAP”) as of three trading days prior to the execution of the asset purchase agreement. The stock consideration will be paid in the form of newly issued SiTime common stock based on SiTime’s 10-day VWAP as of three trading days prior to closing, subject to a floor price of $308.6686 and a ceiling price of $417.6104. The business being acquired is the preeminent brand in clocking with a 30-year legacy of highly differentiated clocking products and an enviable financial profile. It has delivered sustained financial performance of approximately 70% gross margin. It serves over 10,000 customers, with nearly 75% of revenue in the AI-Datacenter-Comms segment and the remainder in industrial and automotive. In the 12 months following the close of the transaction, the business is expected to generate $300 million in revenue, catalyzed by SiTime’s sales and go-to-market expertise. Hidetoshi Shibata, CEO of Renesas, will join SiTime’s Board of Directors after the close of the transaction. The transaction will be financed with cash on hand and $900 million of fully committed debt financing from Wells Fargo Bank, N.A. In case of termination of the transaction, SiTime may be required to pay either $150 million or $75 million under specified circumstances to Renesas Electronics America Inc.
The transaction is subject to customary closing conditions and regulatory approvals. The deal has been unanimously approved by the board of directors of Renesas Electronics Corporation and SiTime Corporation. The transaction is expected to close by the end of 2026. The acquisition is expected to be accretive to SiTime’s non-GAAP earnings per share in the first year post-close. On May 8, 2026, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired in connection with the Acquisition. Hidetoshi Shibata is expected to join SiTime's Board of Directors.
Qatalyst Partners, L.P. acted as financial advisor to SiTime Corporation. The team of Cooley LLP led by Rishab Kumar, Steve Tonsfeldt, Matthew Hemington, Tracy Rubin, Megan Browdie, Stella Sarma, Mischi a Marca, Adam Longenbach, John McKenna, Ross Eberly, Austin Holt, Eileen Marshall, Kevin King and Annie Froehlich acted as legal advisor to SiTime Corporation. Eric Haeussler and Anand Agarwal of JPMorgan Chase & Co. acted as financial advisor to Renesas Electronics America Inc. The team of Sidley Austin LLP led by Jon Olsen, Sara Carian, Dan Belke, Laura Collins, Patrick Harrison, Mary Marks, Rosanna Connolly, Rachelle Soderstrom, Kyle Barnett, David Ryan, Sven De Knop, Karen Goldstein, Angela Fontana, Peter McCorkell, Eric Kauffman, Stacy Crosnicker, Jonathan Westreich, Mike Heinz and Carlton Fleming and Lauren Kitces acted as legal advisor to Renesas Electronics America Inc. Computershare Trust Company, National Association acted as transfer agent and registrar for SiTime Corporation.
SiTime Corporation (NasdaqGM:SITM) completed the acquisition of Timing Business of Renesas Electronics America Inc. on July 1, 2026.
