Current Report Filing (8-k)
May 29 2019 - 08:37AM
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 29, 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 No.)
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(IRS 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 obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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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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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbols(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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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. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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Asset Purchase Agreement
On May 29, 2019, Marvell
Technology Group Ltd. (the
Company
), a Bermuda exempted company, entered into an Asset Purchase Agreement (the
Purchase Agreement
) with NXP USA, Inc. (the
Buyer
), a Delaware corporation,
pursuant to which the Company agreed to sell to the Buyer, and caused its affiliates to sell to the Buyer, certain assets related to its wireless business for $1.76 billion in cash at closing (the
Transaction
). In addition,
the Company will license certain intellectual property to the Buyer in connection with the transferred business and provide certain temporary transition services following completion of the Transaction. The Transaction is subject to regulatory
approval and other customary closing conditions.
The Purchase Agreement contains customary representations, warranties and covenants for a transaction of
this type. The representations, warranties and covenants contained in the Purchase Agreement are made by the parties solely for the benefit of each other and should not be relied upon by any other person. A copy of the press release is furnished
herewith as
Exhibit 99.1
and is incorporated by reference herein.
Item 9.01
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Financial Statements and Exhibits.
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(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 the Company believes, expects, anticipates,
foresees, estimates or other words or phrases of similar import. Similarly, statements herein that describe the proposed acquisition 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 or the price of the Companys 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 the
Companys most recent Annual Report on Form
10-K,
dated March 28, 2019, and other Securities and Exchange Commission filings of the Company, 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.
The Company does not undertake
any obligation to update the forward-looking statements to reflect subsequent events or circumstances.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Dated: May 29, 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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Name:
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Mitchell Gaynor
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Title:
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Executive Vice President, Chief
Administration and Legal Officer
and Secretary
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