Semtech Corporation, a provider of high-performance semiconductors, Internet of Things systems and cloud connectivity services, today announced that it has entered into a partnership agreement with Lion Point Capital, LP, an investment firm and one of the Company's largest shareholders, with beneficial ownership of approximately 4% of Semtech common stock.
Pursuant to the terms of the Collaboration Agreement, Semtech and Lion Point will mutually agree to appoint two independent directors to Semtech's Board of Directors (the "Board"), who will ultimately be selected by Lion Point after receiving Semtech's opinion. New directors will be appointed within 30 days of the conclusion of the Cooperation Agreement, after which the Board will be expanded from 10 to 12 directors. Semtech's two new independent directors and eight current directors will stand for election to the Board at the Company's 2023 annual meeting of stockholders (the "2023 Annual Meeting"), which has not yet been scheduled. In addition, the Company will commence a search for and agree with Lion Point to nominate two additional independent directors, who will be ultimately selected by the Company after receiving Lion Point's opinion. If one or both of these directors are elected to the 2023 annual meeting, they will also stand for election at that meeting.
"We are pleased with the constructive dialogue we have had with Lion Point, and we look forward to welcoming two new independent directors to our board soon," said Rockell N. Hankin, chairman of Semtech's board of directors. “Our board, which includes a wide range of skills and experience, as well as semiconductor experience, regularly evaluates opportunities for renewal and looks forward to taking advantage of new perspectives to drive our business forward. As always, Semtech remains focused on executing our strategy as we continue to build our outstanding platform for innovation and profitable growth.”
"Semtech is a leading semiconductor and wireless franchise with significant growth potential that we believe can be unlocked," said Cristiano Amoruso, partner at Lion Point Capital. “Through this agreement, we believe the Board of Directors will be strengthened with new, highly qualified independent directors who will help position the Company for long-term success. We value a constructive partnership with the Board and management, and we agree on our goal of creating value for all Semtech shareholders."
Pursuant to the Cooperation Agreement, Lion Point agreed to customary termination, voting, and other provisions. The full text of the Cooperation Agreement between Semtech and Lion Point will be filed on Form 8-K with the US Securities and Exchange Commission.
JP Morgan Securities LLC is acting as Semtech's exclusive financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is Semtech's legal advisor. Olshan Frome Wolosky LLP is legal counsel to Lion Point.