As previously disclosed, on May 5, 2022, Silicon Motion Technology Corporation, an exempted company
with limited liability incorporated under the law of the Cayman Islands (Silicon Motion), entered into an Agreement and Plan of Merger (the Merger Agreement) with MaxLinear, Inc., a Delaware corporation
(MaxLinear), and Shark Merger Sub, an exempted company with limited liability incorporated under the law of the Cayman Islands and a wholly-owned subsidiary of MaxLinear (Merger Sub), pursuant to which, on the terms and
subject to the conditions set forth therein, Merger Sub will merge with and into Silicon Motion (the Merger), with Silicon Motion surviving the Merger as a wholly-owned subsidiary of MaxLinear.
The completion of the Merger is conditioned upon, among other things, the expiration or termination of the waiting period applicable to the consummation of
the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act and, such waiting period, the HSR Waiting Period). MaxLinear and Silicon Motion previously filed under the HSR Act, and the
HSR Waiting Period expired at 11:59 p.m. ET on June 27, 2022. However, since the Merger was not consummated by June 27, 2023, clearance under the HSR Act has expired, and on June 28, 2023, MaxLinear and Silicon Motion re-filed under the HSR Act.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Silicon Motions and MaxLinears current expectations, estimates and projections about the expected date of closing of the
Merger and the potential benefits thereof, their businesses and industry, managements beliefs and certain assumptions made by Silicon Motion and MaxLinear, all of which are subject to change. The forward-looking statements include, but are not
limited to, statements about the expected timing of the Merger, the satisfaction or waiver of any conditions to the proposed Merger and other events relating to the proposed Merger, and, in some cases, you can identify forward-looking statements by
terminology such as may, will, should, expect, intend, plan, anticipate, believe, estimate, predict, potential,
potentially, continue, could, seek, see, would, might, continue, target or the negatives of these terms or other comparable terminology that
convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements
about the anticipated closing of the Merger. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those
expressed in any forward-looking statements. Although such statements are based on Silicon Motions own information and information from other sources Silicon Motion believes to be reliable, you should not place undue reliance on them and
caution must be exercised in relying on forward-looking statements. These statements involve risks and uncertainties, and actual results may differ materially from those expressed or implied in these forward-looking statements for a variety of
reasons. Potential risks and uncertainties include, but are not limited to, the risk that the Merger may not be completed on the anticipated terms and timing, in a timely manner or at all, which may adversely affect Silicon Motions or
MaxLinears respective business and the value of the ordinary shares, par value $0.01 per share, of Silicon Motion, Silicon Motions ADSs and shares of common stock, par value $0.0001, of MaxLinear (MaxLinear Common Stock);
uncertainties as to the timing of the consummation of the Merger and the potential failure to satisfy the conditions to the consummation of the Merger, including the receipt of certain governmental and regulatory approvals, anticipated tax
treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management,
expansion and growth of the parties businesses and other conditions to the completion of the Merger; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the effect of the
announcement or pendency of the Merger on Silicon Motions or MaxLinears respective business relationships, operating results, and business generally; expected benefits, including financial benefits, of the Merger may not be realized;
integration of the acquisition post-closing may not occur as anticipated, and the combined companys ability to achieve the growth prospects and synergies expected from the Merger, as well as delays, challenges and expenses associated with
integrating the combined companys existing businesses, may occur; litigation related to the Merger or otherwise; unanticipated restructuring costs may be incurred or undisclosed liabilities assumed; attempts to retain key personnel and
customers may not succeed; risks related to diverting attention from the parties ongoing business, including current plans and operations; changes in tax regimes, legislation or government regulations affecting the acquisition or the parties
or their businesses; economic, social or political conditions that could adversely affect the Merger or the parties, including trade and national security policies and export controls and executive orders relating thereto, and