EX-99.2 5 d35227dex992.htm EX-99.2 EX-99.2

Exhibit 99.2 SiTime to Acquire Renesas’ Timing Business Accelerates Path to $1 Billion of Revenue as a Premier Pure-Play Precision Timing Company S IT IM E C ON F ID E N T IA L A N D P R OP R IE T A R Y


Forward Looking Statements This presentation and our discussion today regarding SiTime Corporation (the “Company”) may include forward-looking statements. All statements other than statements of historical facts are forward-looking statements, including statements regarding the benefits of the transaction, the anticipated timing of the closing of the transaction, statements regarding the products and markets of each company, anticipated revenue and gross margins after the closing of the proposed transaction, and anticipated capitalization at the closing of the transaction. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including, but not limited to: anticipated trends, challenges and growth in the Company’s business and the markets in which it operates; the size and growth potential of the markets for the Company’s solutions, and the Company’s ability to serve those markets; the Company's ability to successfully integrate products and technology and realize any anticipated revenue, synergies, and other benefits in the time frame anticipated or at all; the transactions potentially causing disruption to SiTime’s current plans and operations, including as a result of increasing expenses, and diverting management’s attention from SiTime’s ongoing business operations. For more information concerning risks, uncertainties, and other factors that could cause results to differ materially from the expectations included in this presentation or our discussion today please refer to the Company’s most recent Quarterly Report on form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”), and other documents filed with the SEC. Forward-looking statements represent management’s current expectations and are made only as of the date hereof. Except as required by law, the Company undertakes no obligation to update publicly any forward-looking statements for any reason after the date hereof. 2 S IT IM E C ON F ID E N T IA L A N D P R OP R IE T A R Y


~$300M SiTime to Acquire Revenue Expected in 12 Months Post-Close Renesas’ Timing Business ~75% ~25% 2025 Revenue in 2025 Revenue in AI-Datacenter-Comms Industrial & Automotive Aligned with SiTime’s ~70% 25 - 30% Non-GAAP Gross Margin Long-Term Growth Target 3 S IT IM E C ON F ID E N T IA L A N D P R OP R IE T A R Y


Cementing Position as a Premier Pure-Play Precision Timing Company A Monumental Milestone in SiTime’s Continuing Transformation Broad, Long-Standing, World-Class Customer Relationships Highly Complementary and Differentiated Products Premier Brands for High Performance, High Reliability and Premium Support Scaling Revenue, Accelerating Margins and Accretive to Earnings Per Share S IT IM E C ON F ID E N T IA L A N D P R OP R IE T A R Y 4


A Monumental Milestone in SiTime’s Continuing Transformation Comms, Enterprise & Datacenter Auto, Industrial & Aerospace Post-acquisition Mobile, IoT and Consumer $1B+ SiTime Today Accelerates Path to $1B+ Revenues $500M+ 2025 Pro Forma Combined Revenue SiTime at IPO $327M 2025 Revenue High-Growth Comms, Enterprise & Datacenter expected to represent more than 60% of SiTime’s revenue, post-acquisition $84M 2019 Revenue Source: SiTime filings. Note: Renesas Timing estimates based on unaudited financials. 5 S IT IM E C ON F ID E N T IA L A N D P R OP R IE T A R Y


Broad, Long-Standing, World-Class Customer Relationships Top 10 Top 10 Top 7 Enterprise, Networking & Comm Cloud Hyperscalers AI Server Leaders Equipment Vendors Best-in-Class The Top Thousands Automotive OEMs and Tier 1s Mobile-IoT-Consumer of Industry-Leading (1) Leaders Industrial Customers (1) Excludes China. 6 S IT IM E C ON F ID E N T IA L A N D P R OP R IE T A R Y


Highly Complementary and Differentiated Products Oscillators Clock ICs Resonators CLOCK JITTER XO TCXO / OCXO BUFFER SYNCHRONIZER RESONATOR GENERATOR ATTENUATOR | 10x increase in clocking portfolio Note: Bubbles based on approximate revenue contribution and are not to scale. S IT IM E C ON F ID E N T IA L A N D P R OP R IE T A R Y 7


Premier Brands for High Performance, High Reliability & Premium Support A Timing Leader Solely Focused Differentiated Comprehensive On High- Oscillator Portfolio Clocking Portfolio Performance, Precision Timing th th • 6 generation MEMS • 7 generations of clocks Solutions • 20-year history • 30-year history • Ultimate flexibility • Excellent responsiveness S IT IM E C ON F ID E N T IA L A N D P R OP R IE T A R Y 8


Scaling Revenue, Accelerating Margins and Accretive to Earnings Per Share POST-ACQUISITION Maintaining industry-leading revenue growth target as 2025 2025 Pro Forma Target Model businesses come together $327M 25-30% Revenue $500M+ Increases mix in attractive, +61% YoY Growth Annual Growth high value applications such as AI and data centers Non-GAAP Upper End of 59% 60%+ Gross Margin 60-65% Target Expected to be accretive to SiTime’s non-GAAP earnings per share in the first year Non-GAAP 17% Mid 20%’s 30%+ Operating Margin post-close Note: SiTime filings. Renesas Timing estimates based on unaudited financials. Financials based on Non-GAAP figures. Reference accompanying filings for reconciliations. 9 S IT IM E C ON F ID E N T IA L A N D P R OP R IE T A R Y


Transaction Summary • $1.5 billion in cash Transaction • Approximately 4.13 million shares of SiTime common stock, subject to a potential Consideration (1) adjustment and a +/- 15% collar • Cash on hand and $900 million of fully committed debt financing Transaction • Committed to rapid deleveraging post close driven by strength of FCF generation and Financing EBITDA expansion • Targeting gross leverage of < 3.8x at transaction close and < 2.0x at 24 months post close • Target closing by end of 2026 Timing and • Subject to the satisfaction of customary closing conditions, including applicable regulatory Approvals approvals (1) The potential adjustment and collar on the stock consideration is determined by of 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. S IT IM E C ON F ID E N T IA L A N D P R OP R IE T A R Y 10


Cementing Position as a Premier Pure-Play Precision Timing Company A Monumental Milestone in SiTime’s Continuing Transformation Broad, Long-Standing, World-Class Customer Relationships Highly Complementary and Differentiated Products Premier Brands for High Performance, High Reliability and Premium Support Scaling Revenue, Accelerating Margins and Accretive to Earnings Per Share S IT IM E C ON F ID E N T IA L A N D P R OP R IE T A R Y 11


Appendix S IT IM E C ON F ID E N T IA L A N D P R OP R IE T A R Y


Reconciliation of GAAP to Non-GAAP Results ($M) Revenue $326.7 GAAP Gross Profit $175.0 Amortization of Acquired Intangibles $15.4 Stock-based Compensation $3.1 Non-GAAP Gross Profit $193.5 GAAP Loss From Operations ($67.0) Amortization of Acquired Intangibles $15.4 Stock-based Compensation $103.5 Acquisition-related Costs $6.6 Non-GAAP Income From Operations $58.5 13 S IT IM E C ON F ID E N T IA L A N D P R OP R IE T A R Y