SkyWater (SKYT) investor relations material

Deal rationale and strategic fit

• Creates the only fully vertically integrated, full-stack US-based quantum platform, spanning computing, networking, sensing, and security, accelerating innovation and secure manufacturing for quantum solutions.

• Combines advanced quantum technology with a trusted, accredited US semiconductor foundry, enhancing security, competitiveness, and manufacturability.

• Enables end-to-end innovation, engineering, manufacturing, and deployment of quantum solutions for critical infrastructure and national security.

• SkyWater continues as a merchant supplier and pure-play foundry, maintaining its model and expanding offerings with quantum solutions.

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

Financial terms and conditions

• Transaction valued at $1.8 billion, with SkyWater shareholders receiving $15.00 in cash and $20.00 in IonQ stock per share, subject to a collar and cap.

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

• Stock component is based on IonQ’s 20-day VWAP, with adjustments if the price is above $60.13 or below $37.99.

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

• Transaction subject to shareholder and regulatory approvals, with expected closing in Q2–Q3 2026.

Synergies and expected cost savings

• Integration enables rapid iteration, parallel development, and reduced cycle times, with 256-qubit chip samples dropping from 9 months to 2 months and 200,000-qubit chip testing accelerated to 2028.

• Facilitates high-quality manufacturability at scale with industry-leading costs and improved cost per unit output.

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

• Enables secure, end-to-end design and delivery of next-generation quantum technologies.