Cree, Inc. to sell LED Business to SMART Global Holdings, Inc. for up to $300 Million

Upon closing, creates a pure-play global semiconductor powerhouse focused on providing disruptive technology solutions to high-growth segments including EV, 5G and industrial applications

• Transaction represents a key milestone in Cree’s transformation to focus on silicon carbide and gallium nitride devices, as well as materials
• Consideration includes $50 million upfront payment; $125 million seller note and up to $125 million earn-out

DURHAM, N.C. – Cree, Inc. (Nasdaq: CREE) today announced that the Company has entered into a definitive agreement to sell its LED Products business unit (“Cree LED”) to SMART Global Holdings, Inc. (Nasdaq: SGH) for up to $300 million, including fixed upfront and deferred payments and contingent consideration.

Under the terms of the agreement, which has been approved by the Company’s board of directors, Cree expects to receive an initial cash payment of $50 million upon closing and $125 million to be paid upon maturity of a seller note issued by SMART to Cree due August 2023. Cree also has the potential to receive an earn-out payment of up to $125 million based on the revenue and gross profit performance of Cree LED in the first full four quarters post-transaction close, also payable in the form of a three-year seller note.

“We are pleased to announce the sale of our LED Products business to SMART, which represents another key milestone in our transformational journey to create a pure-play global semiconductor powerhouse,” said Cree CEO Gregg Lowe. “This transaction uniquely positions us with a sharpened strategic focus to lead the industry transition from silicon to silicon carbide and further strengthens our financial position, which will support continued investments to capitalize on multi-decade growth opportunities across EV, 5G and industrial applications. SMART has a strong platform and a solid track record of successfully acquiring and integrating technology businesses.”

Cree LED has one of the industry’s widest portfolios of highly efficient LED chips and high-performance LED components and represents one of the strongest brands in the industry. SMART is a global leader in specialty memory, storage and high-performance computing solutions serving the electronics industry for over 30 years. Leveraging SMART’s diverse customer base and global operations, Cree LED will be well positioned to continue to deliver industry leading products.

“We are thrilled to welcome Cree LED to the SMART family,” said Mark Adams, President and CEO of SMART Global Holdings. “As the leader in LED lighting technology with a highly respected brand and expansive patent portfolio, Cree has a track record of delivering best-in-class solutions and I am very excited about the opportunities that lie ahead for Cree LED as part of the SMART portfolio of products.”

The transaction is subject to required regulatory approvals and satisfaction of customary closing conditions, and is targeted to close in the first calendar quarter of 2021. Following the closing of the transaction, SMART will license and incorporate the Cree LED brand name into the SMART portfolio of businesses.

In connection with the transaction, Morgan Stanley & Co. LLC is acting as financial advisor and Smith Anderson is acting as legal advisor to Cree.

Conference Call and Webcast Information

Cree’s management team will host a conference call to discuss the transaction as well as the Company’s strategic transformation and an updated long-term financial outlook, and host a question and answer session. The conference call will be available to the public through a live audio web broadcast via the internet. For webcast details visit Cree’s website at investor.cree.com.

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