SANTA CLARA, Calif.,
Dec. 15, 2020 /PRNewswire/
-- Marvell Technology Group Ltd. (NASDAQ: MRVL) ("Marvell"), a
leading provider of data infrastructure semiconductor solutions,
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
Inphi Corporation ("Inphi"), expired at 11:59 p.m. EST on December
14, 2020.
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
Inphi stockholders will be included in the definitive joint proxy
statement/prospectus that will be mailed to all Marvell
shareholders and Inphi stockholders.
About Marvell
To deliver the data infrastructure technology that connects the
world, we're building solutions on the most powerful foundation:
our partnerships with our customers. Trusted by the world's leading
technology companies for 25 years, we move, store, process and
secure the world's data with semiconductor solutions designed for
our customers' current needs and future ambitions. Through a
process of deep collaboration and transparency, we're ultimately
changing the way tomorrow's enterprise, cloud, automotive, and
carrier architectures transform—for the better.
Additional Information and Where to Find It
This press release relates to a proposed transaction between
Marvell and Inphi. In connection with the proposed transaction,
Marvell and Inphi will cause Marvell Technology, Inc. (f/k/a Maui
HoldCo, Inc.), a Delaware
corporation and wholly owned subsidiary of Marvell ("MTI") to file
a registration statement on Form S-4 with the Securities and
Exchange Commissions ("SEC"), which will include a document that
serves as a joint proxy statement of Marvell and Inphi and a
prospectus of MTI referred to as a joint proxy
statement/prospectus. A joint proxy statement/prospectus will be
sent to all Inphi 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 INPHI AND INVESTORS AND SECURITY
HOLDERS OF MARVELL ARE URGED TO READ THE REGISTRATION STATEMENT,
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, Marvell shareholders and Inphi stockholders may
obtain free copies of the joint proxy statement/prospectus (when
available) and other documents that are filed or will be filed with
the SEC by Marvell, Inphi or MTI 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
www.marvell.com or upon written request to Marvell Technology Group
Ltd. at 5488 Marvell Lane, Santa Clara,
CA 95054. The documents filed by Inphi with the SEC also may
be obtained free of charge at Inphi's website at www.inphi.com or
upon written request to Inphi Corporation at 110 Rio Robles,
San Jose, California 95134.
Participants in the Solicitation
Marvell and Inphi and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Inphi's stockholders and from Marvell's shareholders
in connection with the proposed transaction. Information about
Inphi's directors and executive officers and their ownership of
Inphi's common stock is set forth in Inphi's proxy statement for
its 2020 Annual Meeting of Stockholders on Schedule 14A filed with
the SEC on April 21, 2020.
Information about Marvell's directors and executive officers is set
forth in Marvell's proxy statement for its 2020 Annual General
Meeting of Shareholders on Schedule 14A filed with the SEC on
May 28, 2020 and in Marvell's Current
Report on Form 8-K filed with the SEC on July 30, 2020. To the extent that holdings of
Inphi's or Marvell's securities have changed since the amounts
printed in Inphi's or Marvell's proxy statement, such changes have
been or will be reflected on Initial Statements of Beneficial
Ownership on Form 3 and Statements of Changes in Beneficial
Ownership on Form 4 filed with the SEC. 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 when it becomes available. You may obtain free copies
of these documents as described in the preceding paragraph.
Cautionary Statement Regarding Forward Looking
Statements
This press release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934, as amended, with respect to the proposed
transaction between Marvell, Inphi and MTI, 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 press release, including but not
limited to: (i) timing, receipt and terms and conditions of
regulatory approvals required for the proposed transaction that
could reduce the anticipated benefits of the proposed transaction
or cause the parties to abandon the proposed transaction; (ii) the
possibility that Marvell shareholders and/or Inphi stockholders do
not approve the proposed transaction; (iii) failure to realize the
anticipated benefits of the proposed transaction, including as a
result of delay in completing the proposed transaction; (iv) MTI's
inability to integrate the businesses of Marvell and Inphi; (v)
unexpected costs or liabilities relating to the proposed
transaction; (vi) the ability of the parties to obtain or complete
the financing or any refinancing related to the proposed
transaction upon acceptable terms or at all; (vii) potential
litigation relating to the proposed transaction that could be
instituted against Marvell, MTI or Inphi or their respective
directors or officers; (viii) the risk that disruptions caused by
or relating to the proposed transaction will harm Marvell's or
Inphi's business, including current plans and operations; (ix) the
ability of Marvell, Inphi or MTI to retain and hire key personnel;
(x) the ability of MTI to protect its intellectual property; (xi)
risks related to MTI's incurrence of indebtedness in connection
with the proposed transaction; (xii) potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the proposed transaction; (xiii) risks relating to
the market value of the shares of MTI common stock to be issued in
the proposed transaction; (xiv) risks associated with third party
contracts containing consent and/or other provisions that may be
triggered by the proposed transaction; (xv) the impact of public
health crises, such as pandemics (including the COVID-19 pandemic)
and epidemics and any related company or government policies and
actions intended to protect the health and safety of individuals or
government policies or actions intended to maintain the functioning
of national or global economies and markets; (xvi) legislative,
regulatory and economic developments affecting Marvell's, Inphi's
or MTI's business; (xvii) general economic and market developments
and conditions; (xviii) the evolving legal, regulatory and tax
regimes under which Marvell, Inphi and MTI operate; (xix) potential
business uncertainty, including changes to existing business
relationships, during the pendency of the proposed transaction that
could affect Marvell's, Inphi's or MTI's financial performance;
(xx) restrictions during the pendency of the proposed transaction
or thereafter that may impact Marvell's, Inphi's or MTI's ability
to pursue certain business opportunities or strategic transactions;
(xxi) unpredictability and severity of catastrophic events,
including, but not limited to, acts of terrorism or outbreak of war
or hostilities, as well as Marvell's, Inphi's or MTI's response to
any of the aforementioned factors; (xxii) the risk of downturns in
the highly cyclical semiconductor industry; and (xxiii) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement. The foregoing
list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties that
affect the businesses of Marvell and Inphi 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 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 Inphi
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 Inphi gives any
assurance that either Marvell or Inphi will achieve its
expectations.
No Offer or Solicitation
This press release is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote of approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Marvell and the M logo are trademarks of Marvell or its
affiliates. Please visit www.marvell.com for a complete list of
Marvell trademarks. Other names and brands may be claimed as the
property of others.
For further information, contact:
Marvell Investor
Relations:
Ashish Saran
408-222-0777
ir@Marvell.com
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SOURCE Marvell