Item 2.01.           Completion of Acquisition or Disposition of Assets.

On January 10, 2020, Inphi Corporation (the "Company") completed the previously announced acquisition of eSilicon Corporation, a Delaware Corporation ("eSilicon"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated November 10, 2019, and amended on January 10, 2020, by and among the Company, Einstein Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), eSilicon and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as Securityholders' Agent. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into eSilicon and eSilicon is the surviving corporation and wholly owned subsidiary of the Company (the "Merger").

At the closing of the Merger, pursuant to the Merger Agreement, the Company paid approximately $216 million in cash, subject to certain adjustments including for cash, debt, working capital and transaction expenses, as well as the assumption of certain liabilities at the closing of the Merger. A portion of the consideration was placed into an escrow fund for 12 months (or up to 36 months in certain circumstances) following the closing for the satisfaction of certain indemnification obligations. In connection with the Merger, eSilicon sold its Vietnamese and Indian subsidiaries to Synopsys, Inc. prior to closing the Merger.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was originally filed as an exhibit to the Company's Current Report on Form 8-K filed on November 12, 2019, and which is incorporated into this Item 2.01 by reference.

Item 7.01 Regulation FD Disclosure.

On January 13, 2020, the Company issued a press release announcing the completion of the Merger. A copy of the release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific referencing in such filing.




Item 9.01           Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The financial statements of eSilicon required by Regulation S-X will be filed by an amendment to this Form 8-K. The amendment will be filed with the Securities and Exchange Commission (the "Commission") no later than 71 calendar days after the date this Form 8-K is required to be filed with the Commission.

(b) Pro forma financial information.

The pro forma financial information required by Regulation S-X will be furnished by an amendment to this Form 8-K. The amendment will be filed with the Commission no later than 71 calendar days after the date this Form 8-K is required to be filed with the Commission.





(d) Exhibits



Exhibit     Description
No.




2.1      Agreement and Plan of Merger dated as of November 10, 2019 by and
       among the Registrant, Einstein Acquisition Sub, Inc., a Delaware
       corporation and wholly owned subsidiary of the Registrant, eSilicon
       Corporation, a Delaware corporation, and Fortis Advisors LLC, a
       Delaware limited liability company, solely in its capacity as
       Securityholders' Agent (filed as Exhibit 2.1 to the Registrant's
       Current Report on Form 8-K filed on November 12, 2016, and incorporated
       herein by reference).*
2.2      Amendment No. 1 to Agreement and Plan of Merger dated January 10,
       2020.
99.1     Press release dated January 13, 2020
104    Cover Page Interactive Data File (formatted as Inline XBRL).

_____________

* The Company hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S. Securities and Exchange Commission upon request.





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