Marvell Technology Group Ltd. (NasdaqGS:MRVL) (Marvell) entered into a definitive agreement to acquire Aquantia Corp. (NYSE:AQ) (Aquantia) for approximately $540 million on May 6, 2019. Under the terms of the agreement, Marvell will pay $13.25 per share in cash for all outstanding shares of Aquantia common stock. Additionally, Marvell will acquire the in-the-money options, restricted stock units and the 2017 Employee Stock Purchase Plan of Aquantia. Marvell intends to finance the transaction with cash on hand and revolver borrowings. Upon closing the transaction, Aquantia will become a wholly owned subsidiary of Marvell. Under the agreement, Aquantia will pay a termination fee of $16.45 million to Marvell in case of termination of the deal and similarly Marvell will be required to pay to Aquantia, a termination fee of $25.7 million. The transaction is not subject to any financing condition and is subject to regulatory approval, including the satisfaction of the CFIUS condition, the adoption by Aquantia's stockholders of the merger agreement, the waiting period applicable to the completion of the merger under the HSR Act has expired or been terminated, as well as other customary closing conditions. The transaction has been approved by the Board of Directors of Marvell and unanimously approval by the Board of Aquantia. In connection with the execution of the definitive agreement, certain stockholders of Aquantia, together holding approximately 17% of the outstanding shares of common stock of Aquantia, have agreed to vote their shares in favor of the transaction under a voting and support agreement. A special meeting of the stockholders of Aquantia will be held on July 10, 2019, wherein, they will be asked to vote on the transaction. On July 10, 2019, Aquantia's stockholders approved the transaction. The transaction expected to close by the end of calendar year 2019. The transaction is expected to be immediately accretive to Marvell's non-GAAP earnings per share and generate significant annual run-rate synergies of $40 million to be realized within 12 months after the transaction closes.

Barclays Capital Inc. acted as financial advisor and fairness opinion provider to Aquantia. Babak Yaghmaie, Jacqueline Grise, Kevin King and Alfred Browne of Cooley LLP acted as legal advisors for Aquantia. Richard E. Climan, Christopher R. Moore, John Brockland, Michael Frank and Brian Curran of Hogan Lovells US LLP acted as legal advisors for Marvell. Bank of America Merrill Lynch acted as financial advisor to Marvell Technology Group. Aquantia will pay Barclays Capital Inc. an opinion fee of $1 million payable upon the delivery of Barclays' opinion. Additional fee of $5.2 million will be payable on completion of the transaction against which any opinion fee paid will be credited. Georgeson LLC acted as the information agent to Aquantia and will receive a fee of $12,000 for its services. Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Barclays Capital Inc.

Marvell Technology Group Ltd. (NasdaqGS:MRVL) completed the acquisition of Aquantia Corp. (NYSE:AQ) on September 19, 2019. Upon closing, the common stock of Aquantia, which previously traded under the ticker symbol “AQ” on NYSE, ceased trading on, and was delisted from, NYSE. Pursuant to closing, all of the members of Aquantia's Board of Directors voluntarily resigned and each ceased to be on any committee of the Board of Directors of Aquantia. Also, all of Aquantia's officers voluntarily resigned and ceased to be officers of Aquantia. As part of the acquisition, Aquantia's Chairman and Chief Executive Officer, Faraj Aalaei, will join Marvell Technology Group Ltd. in a senior leadership position.