Item 7.01 Regulation FD Disclosure
As previously announced, on October 29, 2020, Marvell Technology Group Ltd., a
Bermuda exempted company ("Marvell") entered into an Agreement and Plan of
Merger and Reorganization (the "Merger Agreement"), by and among Marvell,
Marvell Technology, Inc., a Delaware corporation and a wholly owned subsidiary
of Marvell ("HoldCo"), Maui Acquisition Company Ltd, a Bermuda exempted company
and a wholly owned subsidiary of HoldCo ("Bermuda Merger Sub"), Indigo
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
HoldCo ("Delaware Merger Sub"), and Inphi Corporation, a Delaware corporation
("Inphi"). As described in the Current Report on Form 8-K filed by Marvell on
October 30, 2020, pursuant to the Merger Agreement, (i) Bermuda Merger Sub will
be merged with and into Marvell (the "Bermuda Merger"), with Marvell continuing
as a wholly owned subsidiary of HoldCo; and (ii) Delaware Merger Sub will be
merged with and into Inphi (the "Delaware Merger" and, together with the Bermuda
Merger, the "Mergers"), with Inphi continuing as a wholly owned subsidiary of
HoldCo. The transaction is currently expected to close in April 2021, pending
approval by Inphi's stockholders and Marvell's shareholders, as well as
satisfaction of customary closing conditions.
The following audited consolidated financial statements of Inphi are filed as
Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by
reference:
• Report of Independent Registered Public Accounting Firm;
• Consolidated Statements of Income (Loss) for the years ended December 31,
2020, 2019, and 2018;
• Consolidated Balance Sheets as of December 31, 2020 and 2019;
• Consolidated Statements of Cash Flows for the years ended December 31,
2020, 2019 and 2018;
• Consolidated Statements of Changes in Stockholders' Equity for the years
ended December 31, 2020, 2019, and 2018;
• Consolidated Statements of Comprehensive Income (Loss) for the years
ended December 31, 2020, 2019 and 2018; and
• Notes to Consolidated Financial Statements.
The information in Item 7.01 of this Current Report, including the accompanying
Exhibit 99.1, is being furnished and shall not be deemed "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of Section 18. The
information in Item 7.01 of this Current Report shall not be incorporated by
reference into any registration statement or other document filed pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange
Act, regardless of any general incorporation language contained in such filing
unless specifically identified in such filing as being incorporated by reference
in such filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act, with respect to the proposed transaction between Marvell, Inphi and HoldCo,
including statements regarding the benefits of the transaction, the anticipated
timing of the transaction, integration efforts related to the transaction,
regulatory approvals and the products and markets of each company. These
forward-looking statements generally are identified by the words "believe,"
"project," "expect," "anticipate," "estimate," "intend,"
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"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: the completion of the
proposed transaction on anticipated terms and timing or at all, including
obtaining shareholder and regulatory approvals, anticipated tax treatment,
unforeseen liabilities and other conditions to the completion of the
transaction; failure to realize the anticipated benefits of the proposed
transaction, including as a result of delay in completing the transaction or our
ability to integrate the businesses of Marvell and Inphi or due to unexpected
costs, liabilities or delays; other factors impacting the semiconductor industry
such as supply chain disruptions or component shortages that may impact the
production of Marvell or Inphi products or may impact the price of components
which in turn may impact margins on any impacted products and any constrained
availability from other electronic suppliers impacting Marvell or Inphi
customers' ability to ship their products, which in turn may adversely impact
sales to those customers; our ability to obtain or consummate financing or any
refinancing related to the transactions upon acceptable terms or at all; risks
related to the incurrence of indebtedness in connection with the transaction;
litigation relating to the proposed transaction instituted against Marvell and
Inphi and their respective directors or officers; the risk that disruptions from
the proposed transaction will harm Marvell's or Inphi's business, including
current plans and operations; the ability of Marvell or Inphi to retain and hire
key personnel; our ability to protect our intellectual property; potential
adverse reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; risks relating to the
value of the shares to be issued in the transaction; risks associated with third
party contracts containing consent and/or other provisions that may be triggered
by the proposed transaction; the impact of public health crises, such as
pandemics (including the coronavirus ("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; risks
related to the impact on Marvell's and Inphi's business of the COVID-19
pandemic, which have impacted, and may continue to impact, Marvell's and Inphi's
workforce and operations and the transportation and manufacturing of Marvell's
and Inphi's products; risks related to the impact of the COVID-19 pandemic,
which have impacted, and may continue to impact the operations of Marvell's and
Inphi's customers, distributors, vendors, suppliers, and partners; increased
disruption and volatility in the capital markets and credit markets as a result
of the COVID-19 pandemic, which could adversely affect Marvell's and Inphi's
liquidity and capital resources; the impact of the COVID-19 pandemic, or other
future pandemics, on the U.S. and global economies; disruptions caused by the
COVID-19 pandemic resulting in worker absenteeism, quarantines and restrictions
on Marvell's and Inphi's employees' ability to work, innovate, collaborate, and
travel; the effects that the current credit and market conditions caused by, or
resulting from, the COVID-19 pandemic could have on the liquidity and financial
condition of Marvell's or Inphi's customers and suppliers, including any impact
on their ability to meet their contractual obligations; legislative, regulatory
and economic developments affecting Marvell's or Inphi's businesses; general
economic and market developments and conditions; the evolving legal, regulatory
and tax regimes under which Marvell, HoldCo and Inphi operate; potential
business uncertainty, including changes to existing business relationships,
during the pendency of the proposed transaction that could affect Marvell's
and/or Inphi's financial performance; restrictions during the pendency of the
proposed transaction that may impact Marvell's or Inphi's ability to pursue
certain business opportunities or strategic transactions; 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 and Inphi's
response to any of the aforementioned factors; the risk of downturns in the
highly cyclical semiconductor industry; failure to receive the approval of the
securityholders of Marvell and/or Inphi; and 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Inphi Corporation Consolidated Financial Statements as of December 31,
2020 and 2019 and for each of the three years ended December 31, 2020,
2019 and 2018
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
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