Semtech (SMTC) Announces Proposed $400M Share Offering

Semtech Corporation (Nasdaq: SMTC), a high-performance semiconductor, IoT systems and cloud connectivity service provider (“Semtech” or “Company”), today announced a proposed underwritten public offering, subject to market conditions, to sell $400 million of shares of its common stock. The Company intends to grant the underwriters a 30-day option to purchase up to an additional $60 million of shares of its common stock to be sold in the proposed offering, at the public offering price per share, less underwriting discounts and commissions.

The Company intends to use the net proceeds from the proposed offering for the repayment of certain indebtedness under the Company’s Third Amended and Restated Credit Agreement, dated September 26, 2022, with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Morgan Stanley and UBS Investment Bank are acting as joint book-running managers for the offering.

A shelf registration statement relating to the offered securities was filed with the Securities and Exchange Commission (“SEC”) on December 4, 2024, and automatically became effective upon filing. The proposed offering will be made only by means of a prospectus supplement to the accompanying prospectus included in the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering has been or will be filed with the SEC on its website, located at www.sec.gov. Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus in that registration statement and other documents filed with the SEC for more information about Semtech and this offering. Copies of the prospectus supplement and accompanying prospectus related to the offering may also be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by telephone at (866) 718-1649, or by e-mail at [email protected]; or UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, or by telephone at (888) 827-7275.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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