SANTA CLARA, Calif.,
Jan. 29, 2018 /PRNewswire/
-- Marvell Technology Group Ltd. (NASDAQ: MRVL) today
announced that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 ("HSR Act"), as amended, in
connection with its previously announced proposed acquisition of
Cavium, Inc., expired at 11:59 p.m.
EST on January 26, 2018.
The expiration of the HSR Act waiting period satisfies one of
the conditions to the closing of the proposed acquisition, which
remains subject to other customary closing conditions, including
receipt of shareholder approvals and other regulatory
approvals.
Additional information concerning the proposed acquisition, the
general meeting of Marvell shareholders and the special meeting of
Cavium stockholders will be included in the definitive joint proxy
statement/prospectus that will be mailed to all Marvell
shareholders and Cavium stockholders.
About Marvell
Marvell first revolutionized the digital storage industry by
moving information at speeds never thought possible. Today, that
same breakthrough innovation remains at the heart of the company's
storage, networking, and connectivity solutions. With leading
intellectual property and deep system-level knowledge, Marvell's
semiconductor solutions continue to transform the enterprise,
cloud, automotive, industrial, and consumer markets. To learn more,
visit: www.marvell.com.
Cautionary Statement Regarding Forward-Looking
Statements
This document contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction between Cavium and Marvell, including
statements regarding the benefits of the transaction, the
anticipated timing of the transaction and the products and markets
of each company. These forward-looking statements generally are
identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "may," "should," "will," "would," "will be,"
"will continue," "will likely result," and similar expressions.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including but not limited to: (i) uncertainties as to the
timing of the consummation of the transaction and the ability of
each party to consummate the transaction, (ii) the failure to
satisfy the conditions to the consummation of the transaction,
(iii) the failure to realize the anticipated benefits of the
proposed transaction, including as a result of delay in completing
the transaction or integrating the businesses of Cavium and
Marvell, (iv) the effect of the announcement or pendency of
the transaction on Cavium's business relationships, operating
results, and business generally, (v) risks that the proposed
transaction disrupts current plans and operations of Cavium or
Marvell and potential difficulties in Cavium employee retention as
a result of the transaction, (vi) the outcome of litigation and
other legal proceedings against Cavium and/or Marvell or to which
Cavium and/or Marvell become subject, and (vii) the ability of
Marvell to successfully integrate Cavium's operations and product
lines. The foregoing review of important factors should not be
construed as exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties that affect
the businesses of Marvell and Cavium described in the "Risk
Factors" section of their respective Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and other documents filed by either
of them from time to time with the U.S. Securities and Exchange
Commission (the "SEC"). These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Marvell and
Cavium assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events, or otherwise. Neither Marvell nor
Cavium gives any assurance that either Marvell or Cavium will
achieve its expectations.
Additional Information and Where to Find It
This document relates to a proposed transaction between Marvell
and Cavium. This document does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Marvell filed a
Registration Statement on Form S-4 (Registration No. 333-222235)
containing a preliminary joint proxy statement/prospectus with the
SEC regarding the proposed transaction on December 21, 2017, as amended on January 24, 2018. The registration statement on
Form S-4 has not yet been declared effective by the SEC and is
subject to revisions, some of which may be significant. A
definitive joint proxy statement/prospectus will be sent to all
Cavium stockholders and all Marvell shareholders. Each party also
will file other documents regarding the proposed transaction with
the SEC. Before making any voting decision, investors and security
holders of Cavium and investors and security holders of Marvell are
urged to read the registration statement, the joint proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the proposed transaction.
Investors and security holders may obtain or will be able to
obtain free copies of the registration statement, the joint proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Marvell or Cavium through the website
maintained by the SEC at www.sec.gov.
The documents filed by Marvell with the SEC also may be obtained
free of charge at Marvell's website at http://investor.marvell.com/
or upon written request to Marvell at 5488 Marvell Lane,
Santa Clara, CA 95054.
The documents filed by Cavium with the SEC also may be obtained
free of charge at Cavium's website at
http://investor.caviumnetworks.com or upon written request to 2315
N. First Street, San Jose, CA
95131.
For more information, investors are encouraged to visit
http://MarvellCavium.transactionannouncement.com.
Participants in Solicitation
Marvell, Cavium and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Cavium's stockholders and from Marvell's shareholders
in connection with the proposed transaction. Information about
Cavium's directors and executive officers and their ownership of
Cavium's common stock is set forth in the joint proxy
statement/prospectus. To the extent that holdings of Cavium's
securities have changed since the amounts printed in the joint
proxy statement/prospectus, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Information about Marvell's directors and executive
officers is set forth in Marvell's proxy statement for its 2017
Annual Meeting of Shareholders on Schedule 14A filed with the SEC
on May 3, 2017. Additional
information regarding the interests of those persons and other
persons who may be deemed participants in the proposed transaction
may be obtained by reading the proxy statement/prospectus regarding
the proposed transaction and other documents regarding the proposed
transaction. You may obtain free copies of these documents as
described in the preceding paragraph.
Marvell and the Marvell logo are registered
trademarks of Marvell and/or its affiliates.
For further information, contact:
T. Peter Andrew
Vice President, Treasury and Investor Relations
(408) 222-0777
ir@marvell.com
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SOURCE Marvell Technology Group Ltd.