Current Report Filing (8-k)
May 06 2019 - 8:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2019
MARVELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in its charter)
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Bermuda
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000-30877
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77-0481679
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Canons Court
22 Victoria Street
Hamilton HM 12
Bermuda
(Address of principal executive offices)
(441)
296-6395
(Registrants telephone number, including area code)
N/A
(Former name or
former address, if changed since last report.)
Check the appropriate box below
if the
Form 8-K
filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Shares
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MRVL
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The Nasdaq Stock Market, LLC
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Item 2.02 Results of Operations and Financial Condition.
The information in Item 2.02 of this Current Report, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed
filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report
shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing.
On May 6, 2019, Marvell Technology Group Ltd. (Marvell) issued a press release reporting its preliminary estimate of
its first quarter fiscal 2020 revenue range. These preliminary financial results are based upon Marvells good faith estimates, are subject to completion of Marvells financial closing procedures, and may be subject to change. A copy
of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
Item 8.01 Other
Events.
On May 6, 2019, Marvell issued a press release announcing that it entered into a definitive merger agreement under which
Marvell will acquire all outstanding shares of Aquantia Corp. (Aquantia) common stock. Under the terms of the agreement, Marvell will pay Aquantias stockholders $13.25 per share in cash. This price represents approximately $452
million in transaction value after adjusting for net cash on Aquantias balance sheet. Marvell intends to finance the transaction with cash on hand and revolver borrowings. The transaction is not subject to any financing condition and is
expected to close by the end of the calendar year, subject to regulatory approval as well as other customary closing conditions, including the adoption by Aquantias stockholders of the merger agreement. A copy of the press release is furnished
herewith as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Forward-Looking Statements
Cautionary Statement Regarding Forward Looking Statements
This Form
8-K
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by phrases such as Marvell believes, expects, anticipates,
foresees, forecasts, estimates or other words or phrases of similar import. Similarly, statements herein that describe the proposed transaction with Aquantia are forward-looking statements. It is uncertain whether
any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined companies or the price of Marvell or
Aquantia stock. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: the ability of the
parties to consummate the proposed transaction and the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals at all or in a timely manner; and the other risks and
important factors contained and identified in Marvells most recent Annual Report on Form
10-K
or Aquantias most recent Quarterly Report on Form
10-Q,
and
other Securities and Exchange Commission filings of the companies, that could cause actual results to differ materially from the forward-looking statements. The forward-looking statements included in this Form
8-K
are made only as of the date of this Form
8-K.
Neither Marvell nor Aquantia undertakes any obligation to update the forward-looking statements to reflect subsequent
events or circumstances.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: May 6, 2019
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MARVELL TECHNOLOGY GROUP LTD
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By:
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/s/ Mitchell Gaynor
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Mitchell Gaynor
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Executive Vice President, Chief Administration
and Legal Officer and Secretary
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