DIODES INC /DEL/ 8K

Diodes Incorporated agreed to acquire Elevate Semiconductor, Inc. via a reverse subsidiary merger for $250 million plus adjustments and potential earnouts, subject to customary conditions, escrow, and indemnification arrangements.

On July 10, 2026, Diodes Incorporated entered into an Agreement and Plan of Merger with its wholly owned subsidiary GN Merger Sub Inc., Elevate Semiconductor, Inc., and Presidio Investors ELV Continuation GP, LLC (as Equityholders’ Representative), under which GN Merger Sub will merge with and into Elevate Semiconductor in a reverse subsidiary merger so that Diodes will directly or indirectly acquire 100% of Elevate’s outstanding capital stock for base consideration of $250 million subject to cash, debt, working capital, and transaction cost adjustments, plus potential earnout payments; the agreement provides for an escrow of $2.5 million, an expense fund of $0.5 million, detailed post-closing purchase price adjustment mechanics, earnout metrics tied to revenue and/or margin performance, restrictive covenant agreements with management and sponsor equityholders effective at closing, indemnification structures including reliance on a representations and warranties insurance policy, and customary conditions, termination rights, and covenants covering regulatory approvals, conduct of business prior to closing, employment and benefit matters, and stockholder approvals required under California corporate law.

Filing Facts

CIK

29002

Ticker

-

Form

8K

Source Type

sec

Accession

0001193125-26-302584

Alert Tier

8