Good morning, everyone, and welcome to this special conference call for analysts and investors to discuss Allegro MicroSystems' intended acquisition of Crocus Technology. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during the session, you will need to press star one,one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star one,one again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to Jalene Hoover, Vice President of Investor Relations and Corporate Communication. Thank you, Felicia. Good morning, and thank you for joining us today, and welcome to our special analyst and investor call to discuss Allegro's intent to acquire Crocus Technology. This morning, we announced the signing of an agreement to purchase Crocus Technology. I'm joined today by Allegro's President and Chief Executive Officer, Vineet Nargolwala, Allegro's Chief Financial Officer, Derek D'Antilio, and Allegro's Chief Technology Officer, Mike Doogue. Vineet, Derek, and Mike will give you an overview of the acquisition, providing color on the strategic rationale, the technology, and financial details. We have also added a few slides to address this acquisition to our investor presentation, which is available in the Events and Presentation section of our IR page at www.allegromicro.com. Following their prepared remarks, Vineet, Derek, and Mike will take questions. This call is being webcast, and a replay will be available in the Events and Presentation section of our IR page shortly. As a reminder, our investor presentation includes certain non-GAAP financial measures, which are not intended to replace or be a substitute for our GAAP financial results. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the presentation. During the course of this conference call, we will make projections or other forward-looking statements regarding future events, the benefits of this acquisition, and the financial performance of the company. We wish to caution that such statements are based on current expectations and assumptions as of today's date, and as a result, are subject to risks and uncertainties that could cause actual results or events to differ materially from projections. Important factors that can affect our business, including factors that could cause actual results to differ from our forward-looking statements, are described in detail in our press release issued this morning and in our most recent periodic filings with the Securities and Exchange Commission. Our estimates or other forward-looking statements may change, and the company assumes no obligation to update forward-looking statements to reflect actual results, change assumptions, or other events that may occur, except as required by law. It's now my pleasure to turn the call over to Allegro's President and CEO, Vineet Nargolwala. Vineet? Thank you, Jalene. Good morning, everyone, and thank you for joining us this morning at short notice. We have really exciting news to share. In our March Analyst Day event, we laid out a financial model and a comprehensive set of strategies to achieve our growth ambitions. We also said that we would employ both organic and inorganic levers to drive growth, and that any M&A would be deeply tied to our strategy and help us accelerate our technology roadmap and growth ambitions. In that spirit, and embodying our core value of innovation with purpose, I'm excited to announce we have signed a definitive agreement to acquire Crocus Technology, a leader in TMR Solutions. Crocus is a privately held company that brings best-in-class TMR technology with industry-leading accuracy and performance over life to Allegro, and accelerates our plans to deploy TMR to highly demanding applications by several years. Crocus's products and over 200 patents complement Allegro's portfolio and greatly expand our ability to serve existing and new customers in e-mobility, clean energy, and automation applications. Crocus's industrial presence is complementary to Allegro's strong leadership position in automotive and target industrial markets, allowing customers to benefit from a more comprehensive product portfolio, in addition to a strong and global sales, engineering, and supply chain footprint. In addition, we welcome the deep expertise and technical talent that Crocus will add to the Allegro team. Putting this all together, Allegro, as a leader in magnetic sensors, has a unique opportunity to drive a broader and accelerated adoption of TMR products in our strategic focus markets. As a reminder, the magnetic sensing market is expected to increase to over $5 billion by 2030, with TMR representing the fastest-growing segment of that market. We estimate that the TMR segment would reach $1 billion in addressable market by 2030. Automotive and industrial applications are expected to fuel TMR's estimated 30% compound annual growth rate, which significantly exceeds the growth of the overall magnetic sensing market. TMR also facilitates use of GaN and SiC technologies, greatly enhancing efficiency and reliability in high voltage applications....highly strategic acquisition further demonstrates our commitment to leadership in magnetic sensing. We look forward to welcoming the Crocus team to Allegro and working closely with them to bring this technology and our combined value proposition to our customers. Now, I'll turn the call, call over to Mike Doogue to talk about TMR and how Crocus's technology helps us serve a broader set of customers and applications. Mike? Thank you, Vineet. I am truly excited about augmenting Allegro's TMR efforts and achievements with the technology, know-how, and people associated with the Crocus team. We discussed the merits of TMR magnetic sensors during our Analyst Day, and I will expand on these merits later. First, I want to emphasize that both Hall effect and MR magnetic sensors will bring value to customers for many years to come, and that Allegro will continue to invest in both technologies to deliver the best value proposition to our customers across a wide range of growth applications. Hall effect sensors offer proven and unparalleled reliability over a wide temperature range, and they are expected to maintain a majority share of the magnetic sensor market through 2030. However, TMR technology offers significant performance advantages over Hall technology, and therefore, we are accelerating TMR technology and product innovation to deliver even greater levels of value to our customers across e-mobility and industrial markets. TMR technology underpins products with excellent accuracy, even at the highest operating speeds. Additionally, TMR sensors have an output voltage signal that is 100 to 1,000 times larger than the output signal from a Hall sensor, delivering greater accuracy and measurement resolution. Given these truly significant benefits, TMR sensor adoption is expected to accelerate over the next decade, fueled by high growth automotive applications, including charging and inverter systems and electric vehicles, as well as ADAS steering and braking systems. TMR is also an ideal technology for industrial applications, including clean energy, power conversion, automation, data center power supplies, and EV charging stations. The benefits of TMR can also be viewed at the Allegro product level. For example, TMR current sensors that can operate at speeds at or above 5 megahertz facilitate the use of gallium nitride or silicon carbide transistors and make power electronics in EV powertrains or in EV charging stations or in solar inverters more efficient. TMR angle sensors provide higher precision and enable heterogeneous redundancy and safety-critical motor control systems, including high-performance ADAS steering and braking systems. Finally, TMR position sensors enable ultra-low power consumption for battery-powered applications. Crocus's technologies significantly accelerate our path to bringing TMR to market at scale relative to what we could do on our own. We also accelerate what Crocus can do with our automotive-grade CMOS and packaging technology, global resources, and customer reach. Putting this all together, Allegro, as the leader in magnetic and current sensors, has the unique opportunity to take Crocus's technologies and drive adoption of TMR in a broader range of auto and industrial markets. Overall, we expect this combination to solidify Allegro as a leading TMR semiconductor company. Now, I'll turn the call over to Derek to discuss financials. Thank you, Mike, and good morning, everyone. At our Analyst Day in March, we said that we would expect to have both organic and inorganic opportunities to help continue to drive Allegro's above-market growth. We also articulated a very focused set of criteria for M&A, and I believe Crocus Technology is very well aligned to those criteria. Specifically, Crocus's technology is highly complementary to our expertise and our customer base. We expect the acquisition to accelerate growth in our strategic growth areas, as Mike mentioned, of e-mobility and industrial markets, and we expect the acquisition to be aligned to our target financial model. We expect Crocus's sales for calendar year 2023 to be in the $ low double-digit millions, and we expect the sales growth rate to significantly outpace our overall sales growth rate. The purchase price is $420 million on a cash-free, debt-free basis, which we expect to fund with a combination of cash on hand and a new debt issuance. We expect the transaction to close by the end of calendar 2023, subject to customary regulatory approvals and closing conditions. In summary, we expect the acquisition of Crocus to accelerate Allegro's leadership in TMR sensing for high-growth applications in automotive and industrial markets. We are very excited about partnering with the Crocus team to realize the full potential of TMR technology. I'll now turn the call back to Jalene for questions. Jalene? Thank you, Derek, and thank you all. This concludes our prepared remarks. We will now open the call to your questions and ask that you focus your questions on the transaction announced today. To ensure that all participants get a chance to ask questions, please limit your questions to one with one follow-up. Operator, please review instructions. Reminder: to ask a question, please press star one, one on your telephone. Please hold at the moment while we compile the Q&A roster. The first question comes from the line of Gary Mobley of Wells Fargo. Gary, please go ahead. Thank you. Good morning, everybody, thanks for taking my question. Seems like a, a great fit from acquisition standpoint. Relating to, to Crocus in the over 200 patents and what seems to be more of an IP-focused go-to-market strategy, I wanted to ask about the company's existing relationship, licensing relationship with NXP and Murata. Can you explain to us how those relationships may be maintained going forward, and what the composition of Crocus's revenue is now from a licensing perspective and from a product sales perspective? Hey, Gary, this is Vineet. Thanks for the question. We, through our diligence, we have verified that all those licensing agreements were actually in the past and have since expired or been terminated. We feel really good about our ability to maximize the potential of the technology here. Gary, this is Derek. I'll add one thing to that, to the second part of your question. The majority of their revenue, if not most of it, in 2023, is product revenue. Got it. Appreciate the color. I would assume that the interest consequence here, interest received and paid, is about $30 million, and correct me if I'm wrong there. And with revenue where it is today, I would presume that this acquisition might be minimally EPS dilutive. Is that a fair assessment? Yeah, Gary, we expect it to be accretive within about two years of the acquisition, but we also expect it to fit well within our target financial model. As this is a small company with great technology, one of the things that's most exciting about this acquisition, to me at least, is we get to take this technology and leverage Allegro's sales team, Allegro's sales channel, and our supply chain. Got it. Thank you all again. One moment for the next question. The next question comes from the line of Joshua Buchalter of TD Cowen. Joshua, please go ahead. Thank you, and thanks for taking my question, and, congrats on the announcement. I guess for my first one, I mean, Allegro had investments in TMR sensors. Is there any way you can explain to us in sort of somewhat technical, not fully technical terms, of what Crocus brings to your IP portfolio and how it complements at or adds to the investments Allegro was already making in TMR? Thank you. Hey, Josh, this is Vineet. Thanks for the question. I'll get started, and then I'll invite Mike to add more color. This was a unique opportunity for us, many months in the making, okay? We saw an innovative, scrappy team that was hyper-focused on TMR. That's been their sole focus. They have a great team, including some of the foremost experts on TMR across the industry. They've been able to build a TMR stack that's actually really good, and we've done a lot of technical diligence in testing their parts. What we've come to find is that it's highly complementary with our product development efforts. It allows us to access new applications, new markets in industrial, notably medical. It allows us to open up new EV applications, where our combined technology now can offer best-in-class accuracy and robustness over life. From Crocus's perspective, they saw an opportunity to partner with the leader in magnetic sensing and really take advantage of our broad channels to market and our strong customer relationships and our great automotive pedigree and DNA. We believe that we are stronger together and better able to shape the technology curve, as well as serve our customers globally. Mike, do you want to add any more color? I would, and well said, Vineet. Let me just add a few things. When we looked at our TMR investments, as we mentioned during our Analyst Day, we approach markets with an automotive-first mindset. When we looked at the products and the technology and IP from Crocus, what we saw was a set of technologies, a set of IP, more squarely focused on the industrial markets. We also said during Analyst Day, our strategy is always to have a broad portfolio across all of our target markets. We're really excited about putting together the best of an automotive-focused portfolio and an industrial-tailored portfolio of TMR technologies and products. Appreciate all the color. I guess, for my follow-up, Derek, in the prepared remarks, you mentioned it was gonna grow well more than Allegro's corporate average. Any more details you can give us there in sort of a, a timeline to inflection? It sounds like it's more industrial focused, so it might be more gradual growth versus a, a design win-based, hockey stick. Just any details you can give us on the expected revenue funnel. Thank you. Yeah, Josh, what we released in the press release talked about TMR, the market for TMR, expected to grow at 30%. You know, when I compare that to the overall target model we put out at Analyst Day of both double-digit growth, that 30% would certainly be well above that. Got it. Thank you. One moment for our next question. The next question comes from Vijay Rakesh of Mizuho. Vijay, please go ahead. Yeah, hi, Vineet and Derek. Thanks for doing this, and Mike. Just a quick question. Was wondering if you could share on Crocus, if what the backlog or the pipeline looks like on auto industrial, and if, you know, if there are any mile markers on what revenue targets you're setting for them, and I have follow-up. Thanks. Hey, Vijay, this is Vineet. Thanks for the question. You know, it's, as Derek pointed out, it's a small revenue company today. You know, what we really like is the pipeline they're building and the momentum they have in the markets and the customers they serve. We're, we're not gonna provide the backlog. I mean, we don't provide our backlog, so it doesn't make sense to provide their backlog. But we're really excited about the momentum they have in the market. It, it mirrors ours in a lot of ways. And obviously, the TMR technology stack that we would get here is, is really exciting for us to build on. Got it. I know Derek mentioned this is, more, mostly product, than IP here, but small revenues. Is it accretive on the gross margin line, and are they going mostly through a foundry, so it makes it easier for you to, aggregate? Thanks. Yeah. Start here, Vijay. They are, you know, they are using a foundry. They are outsourcing the back end of their facilities, so there's a real opportunity here for Allegro to kind of work with Crocus and integrate them into our supply chain. That's where we see a real opportunity there, coupled with the sales side of the organization, right? They have a small sales force as a small company. We have a global sales force, good presence in all key markets of the world. That's really where we see the opportunities from a, you know, gross margin with Crocus. Their products have excellent adoption in the market, and the customers view them quite well. Got it. Thank you. One moment for your next question. The next question comes from the line of Blayne Curtis of Barclays. Blayne, please go ahead. Thanks for taking my question, congrats on the deal as well. Maybe just follow up on that last one, because you said it would be even model. I guess, just on the gross margin side, it is below today, and I guess it's, like, they're a different type than you have. I guess maybe the automatic cost savings aren't there. I'm just kind of curious, you know, from the press release, they, they, mentioned CMOS-based a lot. I'm just kind of curious your perspective on their cost base and just, say, based on technology and then what you can do with it in the future. Hey, Blayne, sorry, we couldn't hear anything you said. Your line's pretty bad. I don't know if you're able to maybe redial in and, and, re-ask the question. Okay. Is it any better now? No. Bye-bye. One moment for your next question. The next question comes from the line of Daren Lin of Needham & Company. Daren, please go ahead. Hey, guys, this is Daren, on for Quinn Bolton. Congrats on the news. Seems like a great acquisition. My question is, does Crocus make discrete or integrated TMR sensors? If it's discrete, can you kind of explain how Allegro will try to integrate Crocus Technology into its analog process flow over the next few years? Thank you. This is Mike. Great question. They make integrated TMR sensors, where they're integrating their TMR technology on top of a base CMOS wafer. This is identical to the approach that Allegro takes in the marketplace. We believe it's a real source of competitive advantage to have a fully integrated solution, and that's one of the reasons we found their technology and their products attractive. Okay, great. I just have a quick follow-up. I know you mentioned the $1 billion on TMR TAM by 2030. Can you quantify how large that TMR market is today? Yeah. Our belief when we look at both external and internal sources, the TMR market size today was around $300 million. Okay, great. Thank you. Reminder to ask a question, please press star one one on your telephone. Okay, your next question... Your next question comes from the line of Blayne Curtis of Barclays. Blayne, please go ahead. I'm hoping this is better. How do I sound? You sound great. All right. Sorry about that. I missed a little bit, so hopefully it wasn't asked. I just wanted to follow up on the gross margin comment. You know, in the press release, they mentioned CMOS-based a lot. It's kind of a technology question. Does that impact the cost? Do they have any advantage from just the architectural-wise? And then, you know, just in scale, it seems like these are different fabs. I'm just kind of, you know, curious, in terms of your visibility and improvements on the gross margin side over the next few years here. Yeah, Blayne, thanks for the question. I'll get started, and maybe Derek can jump in as well. As Mike pointed out, they use a very similar architecture to our approach, and so we see a lot of complementary aspects from a product architecture and then, consequently, a supply chain perspective. We, we see a very strong ability to bring them onto our supply chain, our base of suppliers, and you can imagine that that starts to become very complementary, from a, a cost basis. Blayne, the way I look at these things, whenever I look at any acquisition, I look at variable contribution margin. Is the customer willing to pay for their product? In this case, their variable contribution margins are well within our acceptable levels, and as they scale and integrate into the Allegro supply chain, we expect their gross margins to be well aligned to our target financial model as well. Thanks. Then just, Derek, on the accretion a few years, I just wanna make sure I have the math right. I mean, just gauging on the size of the company, it doesn't sound like-- it sounds like you're keeping most of the employees. You know, I don't-- I didn't hear anything about synergies on the cost side. Is this just in terms of getting to the accretion, just a revenue story? You know, I guess by my math, it seems like you got to more than double, maybe even triple revenue. I just wanna make sure those are the right metrics to think about for your comment about accretive in a few years. Yeah. Blayne, we haven't talked about synergies. The part that I did mention, though, is there's two opportunities really here. One is to continue to drive the growth in their revenue with our sales team, our global sales team, our distribution channel. The second piece is we think there's a real opportunity to leverage our supply chain. As I mentioned, this is a very small company, so as you might imagine, the pricing they're paying is for a very small company. As Allegro just crossed the $1 billion mark, we have our own supply chain, we have our own back-end facility in the Philippines. We see a lot of opportunity there for improvement in sales, but also in the gross margin. Thanks, guys. I guess you didn't hear my congrats, so I'll give it to you now on the phone line you can hear. Congrats, guys. Take care. It looks like there are no other questions. I would now like to turn the call back over to Jalene Hoover. Thank you, Felicia, and thank you all for joining us this morning. This concludes this morning's call.