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Achronix to List on Nasdaq through Merger with ACE Convergence

Thursday, January 7, 2021


(Press Release) - Achronix Semiconductor Corporation, a leader in high-performance field-programmable gate arrays (FPGAs) and embedded FPGA (eFPGA) IP, and ACE Convergence Acquisition Corp. (ACE) (Nasdaq: ACEV), a special-purpose acquisition company, today announced that 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 Achronix Semiconductor Corporation and will be listed under the ticker symbol ACHX.

Transaction Overview

The transaction reflects an implied equity value of the combined company of $2.1 billion, based on current assumptions, with a $10.00 per share PIPE financing subscription price. Upon closing, the combined company will receive up to $330 million in cash, comprised of $150 million in gross proceeds from a concurrent PIPE financing and up to $230 million in cash held in trust by ACE, assuming no redemptions by ACE shareholders, less $50 million paid to Achronix’s existing shareholders.

The boards of directors for both Achronix and ACE have unanimously approved the proposed business combination. The transaction is expected to be completed by the end of the first half of 2021. The transaction is subject to, among other things, the approval by ACE’s shareholders, satisfaction or waiver of the conditions stated in the definitive merger agreement (the “Merger Agreement”) and other customary closing conditions including a registration statement on Form S-4 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 LLC to list the securities of the combined company.

Additional information about the proposed transaction, including a copy of the Merger Agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by ACE with the SEC and available at www.sec.gov. Additional information about the proposed transaction will be described in ACE’s registration statement on Form S-4 relating to the merger, which will include a proxy statement/prospectus, and other documents regarding the proposed transaction, each to be filed with the SEC.

 

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