SkyWater (SKYT) investor relations material

Deal rationale and strategic fit

• Creates the only fully US-owned, vertically integrated, full-stack quantum platform, spanning computing, networking, sensing, and security, accelerating innovation and securing manufacturing capacity for critical customers.

• Combines advanced quantum technology with a trusted, onshore US semiconductor foundry, supporting national infrastructure, security, and competitiveness.

• Enables rapid scaling to millions of qubits and full fault tolerance, leveraging semiconductor engineering and secure foundry access.

• Supports a deliberate strategy to build and accelerate a comprehensive quantum platform, integrating prior acquisitions and world-class talent.

• Strengthens position as a core provider for US government, allies, and partners, supporting mission-critical applications and national security.

Financial terms and conditions

• Transaction valued at $1.8 billion, with SkyWater shareholders receiving $15.00 in cash and $20.00 in stock per share, subject to a collar based on IonQ’s 20-day VWAP.

• Total equity value represents a 38% premium to SkyWater’s 30-day VWAP.

• SkyWater shareholders will own between 4.4% and 6.7% of the combined company.

• SkyWater will operate as a wholly owned subsidiary, maintaining its merchant supplier business and customer relationships.

Synergies and expected cost savings

• Integration enables significant reduction in product development cycle times, e.g., reducing 256-qubit chip design-to-sample time from 9 months to 2 months.

• Accelerates roadmap for 200,000-qubit and 2 million-qubit chips, pulling forward timelines by up to a year and targeting functional testing by 2028.

• Full product lifecycle integration expected to deliver industry-leading costs at scale and sustained innovation advantages.

• Maintains merchant supplier roles, leveraging both companies' R&D and manufacturing strengths.

• Facilitates high-quality manufacturability at scale with industry-leading costs.