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IPOs & Deals

Navitas Will Pay Up to $232.8 Million for Claros, and Calls the Payoff a 2028-29 Story

The power-semiconductor maker is buying a vertical-power-delivery startup with about $216 million of cash and stock at closing and the balance in shares tied to two years of milestones. Navitas booked $10.5 million of revenue last quarter.
Illustrative photograph: the exterior of a financial district office building.

Navitas Semiconductor has agreed to acquire Claros, a developer of vertical power delivery and integrated voltage regulator technology for AI data centers, in a transaction the company values at up to approximately $232.8 million. The announcement carries an Aug. 24 dateline out of Torrance, California, and was distributed publicly on Tuesday.

The structure matters more than the headline number. According to the announcement, roughly $216.0 million will be paid at closing in a combination of cash and Navitas Class A common stock, with the remainder payable in stock if Claros hits business milestones over the two years following the close. Navitas valued the equity component using its $12.97 closing price on Friday, Aug. 21, which means the eventual share count depends on where the stock trades when the consideration is actually issued.

On top of the purchase price, the company said certain Claros employees will be eligible for approximately $28.9 million in performance-based compensation under Navitas' equity incentive plan, tied to the same milestones. That is a retention pool, not purchase consideration, and it lands in operating expense rather than in the deal value.

Claros builds power-conversion hardware that sits physically close to the processor. Its integrated voltage regulator approach moves the final conversion stage to within millimeters of the chip, which reduces the losses that accumulate across a motherboard when hundreds of amps are distributed at low voltage. Navitas framed the purchase as completing a grid-to-processor portfolio: its existing gallium nitride and high- and ultra-high-voltage silicon carbide devices handle the front end, and Claros handles the last few millimeters.

Chris Allexandre, Navitas' president and chief executive, described the constraint the deal is meant to address as a power wall that keeps next-generation processors in megawatt-scale server racks from delivering further AI performance gains. Dan Kultran, Claros' co-founder and chief executive, said the company's regulator technology cuts board-level distribution losses by bringing conversion close to the processor. Both boards approved the transaction unanimously.

Navitas said the acquisition roughly doubles its serviceable addressable market for 2030. The company put its existing 2030 opportunity at about $3.5 billion across gallium nitride and silicon carbide, said Claros adds at least another $3.5 billion in vertical power delivery and integrated voltage regulators, and pointed to roughly $1 billion more from junction field-effect transistor technology, for a combined figure above $8 billion. Those are market-size estimates produced by the acquirer, not bookings.

The timing disclosure is unusually candid. Navitas said its short- to mid-term financial model and strategy under its Navitas 2.0 transformation remain unchanged, that it stays committed to its path toward profitability and does not expect a material change from its previous timeline, and described the Claros technologies as "an additional growth accelerator from 2028/2029 onward," complementing its work on the 800-volt high-voltage direct current architecture. In other words, the company is paying now for a contribution it does not expect to see for two to three years.

Against that, the base business is small. In results released July 27, Navitas reported second-quarter revenue of $10.5 million and guided to $13.5 million, plus or minus $0.5 million, for the third quarter, about 28 percent sequential growth at the midpoint. The GAAP net loss was $228.2 million, but that figure includes a $203.1 million non-cash charge from remeasuring an earnout liability; on a non-GAAP basis the loss was $9.3 million, or $0.04 a share. Cash stood at $557.4 million as of June 30, which comfortably covers the cash portion of a $216 million closing payment.

That $203.1 million remeasurement is worth dwelling on, because Navitas is now adding a second contingent stock obligation to a balance sheet that already carries one. Earnouts payable in shares get marked to market, and when the stock moves, the accounting loss moves with it, in either direction. Investors reading Navitas' GAAP loss over the next two years will be reading a number that partly reflects its own share price rather than its operations.

The transaction is expected to close before the end of 2026, subject to regulatory approvals and customary conditions. The company's own forward-looking statement language flags the risks that attach to deals of this type: failure to complete, business disruption, management distraction, difficulty retaining key personnel, integration problems, macroeconomic headwinds and stockholder litigation. Claros is a private company whose employees are the asset being bought, which puts unusual weight on the retention line.

The announcement arrives into a soft tape for semiconductors. The Nasdaq composite fell 200.26 points, or 0.8 percent, to close at 25,980.19 on Monday, according to the Associated Press tally of major index performance; the Russell 2000 also fell 0.8 percent, or 22.79 points, to 2,995.08, while the Dow Jones Industrial Average rose 0.3 percent. Nvidia, whose processors define the power problem Navitas is trying to solve, fell 6.24 points, or 2.91 percent, to close at 208.48 on Monday ahead of its own report, according to the same tally, and is scheduled to hold its second-quarter fiscal 2027 conference call on Wednesday, Aug. 26, at 2 p.m. Pacific time, after the market closes.

For Navitas, the deal is a bet that the bottleneck in AI infrastructure is migrating from compute to power delivery, and that owning the last conversion stage will be worth more in 2029 than the cash and shares it costs today. The company has the balance sheet to make the bet. What it does not yet have is a revenue base large enough for the acquisition to be judged against anything other than the market-size arithmetic in its own press release.

This article is for general information only and is not investment advice. Figures are as reported by the cited sources at time of writing.

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