Marvell Technology Group Ltd. (NasdaqGS:MRVL) entered into a definitive agreement to acquire Inphi Corporation (NasdaqGS:IPHI) for $8.8 billion on October 29, 2020. Under the terms of the transaction, Marvell Technology Group will pay $66 in cash and issue 2.323 shares of stock of the combined company for each share of Inphi Corporation. Upon closing of the transaction, the shareholders of Marvell Technology Group will own approximately 83% of the combined company and stockholders of Inphi will own approximately 17% of the combined company. Marvell Technology Group intends to finance the transaction with cash on hand, and additional financing. The transaction will be funded through a combination of Marvell shares, $4 billion of new debt comprising of $1.5 billion in term loan and $2.5 billion in bridge loan commitment and cash from combined balance sheet. Marvell Technology Group has obtained debt financing commitments from JPMorgan Chase Bank, N.A. As of April 5, 2021, Marvell Technology, Inc., subsidiary of Marvell Technology Group, priced an offering of: (i) $500 million aggregate principal amount of 1.650% Senior Notes due 2026, (ii) $750 million aggregate principal amount of 2.450% Senior Notes due 2028 and (iii) $750 million aggregate principal amount of 2.950% Senior Notes due 2031. upon closing of transaction Inphi will continue as a wholly owned subsidiary of Marvell Technology, Inc.

Upon closing, Ford Tamer, Inphi's President and Chief Executive Officer, will join Marvell Technology Group's Board of Directors. Founder, Loi Nguyen, and other leaders from Inphi will be joining the Marvell leadership team. Marvell and HoldCo intend to fund the cash portion of the consideration for the Mergers with borrowings. As of February, 3, 2021, Marvell and HoldCo have obtained financing commitments for (i) a $2.5 billion senior unsecured 364-day Bridge Facility pursuant to the Bridge Commitment Letter, and a $1.75 billion senior unsecured Term Loan Facility consisting of the $875.0 million 3-Year Term Loan and the $875.0 million 5-Year Term Loan, pursuant to the Term Loan Agreement. In conjunction with the transaction, Marvell Technology Group intends to reorganize so that the combined company will be domiciled in the United States. The termination fee Marvell Technology will be entitled to pay Inphi is $400 million or $460 million, and Inphi will pay marvel a termination fee in amount of $300 million.

The transaction is subject to the approval of shareholders of Marvell Technology Group and Inphi Corporation and the satisfaction of customary closing conditions, including applicable regulatory approvals, including applicable regulatory approvals, Form S-4 Registration Statement shall have become effective, waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act, consideration shares shall have been approved for listing (subject to official notice of issuance) on Nasdaq. The transaction is not subject to any financing condition. The transaction has been unanimously approved by the Boards of Directors of both Marvell Technology and Inphi. The waiting period under the Hart-Scott-Rodino Act of 1976, as amended, in connection with the acquisition, expired on December 14, 2020. Marvell shareholders and Inphi shareholders will hold meetings on April 15, 2021 to approve the transaction. As of March 23, 2021, State Administration for Market Regulation of the People's Republic of China has approved the proposed acquisition of Inphi Corporation. The registration statement on Form S-4 has been declared effective by the SEC as of March 23, 2021. As of April 15, 2021, Marvell Technology Group Ltd. shareholders have voted to approve the acquisition of Inphi Corporation, Inc. The transaction is expected to close by the second half of calendar 2021. As of March 23, 2021, the transaction is currently expected to close in April 2021. As of April 15, 2021, the transaction is expected to close on or around April 20, 2021. The transaction is expected to become accretive to Marvell's non-GAAP earnings per share by the end of the first year after the transaction closes.

Drago Rajkovic of J.P. Morgan Securities LLC acted as financial advisor and provided fairness opinion and also provided committed financing for the transaction. For financial advisory services rendered in connection with the Mergers, Marvell has agreed to pay J.P. Morgan a fee of approximately $32.5 million, of which $4 million became payable upon delivery of its opinion and the remainder will become payable upon the completion of the Mergers. Richard E. Climan and Christopher R. Moore of Hogan Lovells US LLP acted as legal advisors to Marvell Technology Group. Qatalyst Partners LP acted as financial advisor and fairness opinion provider as well while Allison M. Leopold Tilley, Alex Tinucci, Stephen B. Amdur, Daniel N. Budofsky, Stanton D. Wong, Cindy V. Schlaefer, Melina Spadone, David A. Jakopin, Michael L. Sibarium, Matthew R. Rabinowitz, Evan Storm, C. Brian Wainwright, Alicia M. McKnight and Christina F. Pearson of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisors to Inphi Corporation. Michael Diz and William Regner of Debevoise & Plimpton LLP acted as legal advisors to J.P. Morgan Securities LLC. Okapi Partners LLC served as proxy solicitor to Marvell and received a fee of $150,000. Mackenzie Partners, Inc acted as proxy solicitor to Inphi for a fee of approximately $20,000. For financial advisory services rendered in connection with the Mergers, Inphi has agreed to pay Qatalyst Partners a fee of approximately $82 million, $5 million of which became payable upon delivery of its opinion. American Stock Transfer & Trust Company, LLC acted as Transfer Agent for Marvell.

Marvell Technology Group Ltd. (NasdaqGS:MRVL) completed the acquisition of Inphi Corporation (NasdaqGS:IPHI) on April 20, 2021. The combined company, Marvell Technology, Inc., is a Delaware corporation domiciled in the United States. Ford Tamer has been appointed to the Board of Directors of Marvell, effective immediately upon close of the acquisition.