On August 7, 2023, the Company entered into an Agreement and Plan of Merger with Crocus Technology International Corp., (“Crocus”). Pursuant to the terms and conditions of the Merger Agreement, on October 31, 2023 (the “Closing Date”), the Company acquired all of the outstanding equity interests of Crocus for $412,274 in cash, subject to a working capital adjustment. The acquisition of Crocus is expected to complement and accelerate the Company’s tunnel magnetoresistance sensors roadmap and strengthen its position in the magnetic sensing market.

On September 11, 2023, to fund the ongoing operations of Crocus prior to the closing of the merger, the Company entered into a note purchase agreement with Crocus, wherein the Company agreed to purchase promissory notes of up to $7,000. An initial promissory note of $4,000 was issued on September 11, 2023, and an additional promissory note was issued on October 2, 2023 for $3,000. The promissory notes were repaid in full in connection with the closing of the merger and included within the estimated fair value of consideration paid.

The acquisition of Crocus has been accounted for as a business combination. The purchase price for the acquisition is allocated based upon a valuation of the fair values of assets acquired and liabilities assumed. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the acquisition date. Management applied the multi-period excess earnings method under the income approach to estimate the fair value of the completed technology asset and the distributor method under the income approach to estimate the fair value of the customer relationships asset. The fair value of intangible assets was based on estimates and assumptions developed by management. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including estimating future cash flows relating to revenue growth rates, operating margins, discount rates, and technology obsolescence curves. The excess of the purchase price over the fair values of tangible assets, identifiable intangible assets and assumed liabilities were recorded as goodwill for the acquisition. The Company’s estimates and assumptions in determining the estimated fair values of certain assets and liabilities are subject to change within the measurement period (up to one year from the acquisition date) as a result of additional information obtained with regards to facts and circumstances that existed as of the Closing Date.

The preliminary purchase price allocation is as follows:


Total purchase consideration	$	412,274
Cash		4,155
Inventories		4,208
Accounts receivable		484
Prepaid expenses and other current assets		2,400
Property, plant and equipment		7,640
Right-of-use asset*		9,770
Completed technology**		234,000
Customer relationships**		12,000
Other assets		229
Total identifiable assets acquired		274,886
Accounts payable		(5,134	)
Accrued expenses and other current liabilities		(2,707	)
Long-term debt		(842	)
Lease liability***		(10,390	)
Other long-term liabilities		(2,813	)
Deferred income tax liabilities		(15,245	)
Total identifiable net assets		237,755
Goodwill	$	174,519

*Primarily included in Property, plant and equipment in the consolidated balance sheets.

**Included in Intangible assets, net in the consolidated balance sheets.

***Primarily included in Long-Term debt in the consolidated balance sheets.

As of March 29, 2024, the purchase price allocation is preliminary, pending finalization of the net working capital adjustment and certain income tax matters.

The goodwill acquired is not deductible for U.S. income tax purposes. The amortization period for the intangible assets acquired is 12 years for completed technology and 15 years for customer relationships. The intangible assets are amortized using a method that approximates their economic benefit over their estimated useful lives. The goodwill recorded represents the anticipated incremental value of future cash flows potentially attributable to: (i) Crocus’ ability to grow the business with existing and new customers, including leveraging the Company’s customer base; (ii) Crocus’ ability to grow the business through new product introductions; and (iii) cost improvements due to the integration of Crocus’ operations into the Company’s existing infrastructure. Amortization of completed technology is included within cost of goods sold and customer relationship is included within selling, general and administrative expenses.

The Company has not presented pro forma results of operations for Crocus because they are not material to the Company’s consolidated results of operations, financial position, or cash flows.

Acquisition-related costs were $8,229 during the fiscal year ended March 29, 2024, and are included in the selling, general and administrative expenses in the consolidated statements of operations. Acquisition-related costs for the Crocus acquisition relate to professional fees as well as deal fees.

On September 1, 2022, the Company completed its purchase of all of the equity interests in Heyday Integrated Circuits (“Heyday”), a privately held company specializing in compact, fully integrated isolated gate drivers that enable energy conversion in high-voltage gallium nitride and silicon carbide wide-bandgap semiconductor designs (the “Heyday Acquisition”). The Heyday Acquisition was undertaken to bring together Heyday’s isolated gate drivers and the Company’s isolated current sensors to enable potential development and commercialization of small high-voltage and high-efficiency power systems. Additionally, this acquisition increased the Company’s addressable market for electric vehicles (“EV”), solar inverters, data center and network infrastructure, and broad-market industrial applications. The total purchase price, as updated for measurement period adjustments, was $20,245, consisting of cash consideration paid directly to the owners of Heyday and paid on their behalf for the settlement of certain outstanding debts and other obligations.

The Heyday Acquisition was accounted for as a business combination, and the Company recorded the assets acquired and liabilities assumed at their respective fair values as of the date of acquisition. The allocation of the purchase price has been finalized. During the fiscal year ended March 31, 2023, the Company recorded measurement period adjustments to various accounts resulting in a decrease in goodwill of $1,133.

The final purchase price allocation is as follows:



Cash	$	324
Property, plant and equipment		16
Completed technology		15,100
In-process research and development		1,600
Total identifiable assets acquired	$	17,040
Current liabilities assumed		(282	)
Deferred income tax liabilities		(3,609	)
Net assets acquired	$	13,149
Total identifiable net assets		(20,245	)
Goodwill	$	7,096

Completed technology assets are amortized over an estimated useful life of 12 years. The acquired in-process research and development costs were determined to have an indefinite useful life.

Amortization of completed technology is included within cost of goods sold and consists of PowerThru technology that accomplishes gate driver power and signal transmission through an integrated transformer, reducing the size and complexity of the gate

drive solution. The in-process research and development assets represent efforts to expand the power capability of these gate drivers for wide-bandgap semiconductor technology. Management applied the multi-period excess earnings method under the income approach to estimate the fair value of the completed technology asset to value the completed technology and the in-process research and development assets.

The goodwill reflects the value of the synergies the Company expects to realize and the assembled workforce. Goodwill from the Heyday Acquisition is included within the Company’s one reporting unit and was included in the Company’s enterprise-level annual review for impairment. Goodwill resulting from the Heyday Acquisition is not deductible for U.S. income tax purposes.

The Company has not presented pro forma results of operations for the Heyday Acquisition because it is not material to the Company’s consolidated results of operations, financial position, or cash flows.