Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
As previously disclosed on Marvell Technology Group Ltd.'s ("Marvell") Current
Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC")
on December 8, 2020 (the " Credit Facility Form 8-K "), Marvell and Marvell
Technology, Inc. ("MTI") entered into a Credit Agreement (the "Term Credit
Agreement") with JPMorgan Chase Bank, N.A., as administrative agent, and the
lenders party thereto as set forth in the Term Credit Agreement.
In connection with the consummation of the Mergers (as defined in Item 8.01), on
April 20, 2021, MTI borrowed $1.75 billion under the Term Credit Agreement. The
disclosure set forth in the Credit Facility Form 8-K under "Item 1.01. Entry
into a Material Definitive Agreement - Term Credit Agreement" is incorporated by
reference herein.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
The information set forth in Item 8.01 is incorporated by reference herein.
Item 3.03 Material Modification to Rights of Security Holders
The information set forth in Item 5.03 and Item 8.01 is incorporated by
reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the Bermuda Merger Effective Time (as defined in Item 8.01) and pursuant to
the Merger Agreement (as defined in Item 8.01), all members of the board of
directors of Marvell ceased to be directors of Marvell and were replaced by
Carol Feathers and Louise Charleson, and each of the former executive officers
of Marvell ceased to hold his or her respective office with Marvell and the
officers of Marvell were replaced by Ocorian Services Bermuda (Limited), which
will serve as Secretary.
The information set forth in Item 8.01 is incorporated by reference herein.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
In connection with the completion of the Bermuda Merger (as defined in Item
8.01) and pursuant to the Merger Agreement (as defined in Item 8.01), on
April 20, 2021, as of the Bermuda Merger Effective Time (as defined in Item
8.01), Marvell's Memorandum of Association and Fourth Amended and Restated
Bye-Laws were amended and restated in their entirety. Copies of Marvell's
Amended and Restated Memorandum of Association and Amended and Restated Bye-Laws
are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form
8-K and are incorporated by reference herein.
Item 8.01 Other Events
On April 20, 2021 (the "Merger Effective Date"), Marvell completed the
previously announced acquisition of Inphi Corporation ("Inphi") pursuant to the
Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated
October 29, 2020, by and among Marvell, MTI, Maui Acquisition Company Ltd, a
Bermuda exempted company and a wholly owned subsidiary of MTI ("Bermuda Merger
Sub"), Indigo Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of MTI ("Delaware Merger Sub"), and Inphi. Effective as of 4:01 p.m.
Eastern Time on the Merger Effective Date (the "Bermuda Merger Effective Time"),
Bermuda Merger Sub merged with and into Marvell (the "Bermuda Merger"), with
Marvell continuing as a wholly owned subsidiary of MTI. Effective as of 4:02
p.m. Eastern Time on the Merger Effective Date (the "Delaware Merger Effective
Time"), Delaware Merger Sub 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 MTI. As a result of the Mergers, Marvell and Inphi
became wholly owned subsidiaries of MTI.
At the Bermuda Merger Effective Time, each common share, par value $0.002 per
share, of Marvell (each, a "Marvell Share") issued and outstanding immediately
prior to the Bermuda Merger Effective Time (other than Marvell Shares held by
Marvell, MTI, Bermuda Merger Sub or Inphi or any other subsidiary of Marvell or
Inphi) was converted into the right to receive one share of common stock, $0.002
par value per share, of MTI (each, an "MTI Share"). At the Delaware Merger
Effective Time, each share of common stock, $0.001 par value per share, of Inphi
(each, an "Inphi Share") issued and outstanding immediately prior to the
Delaware Merger Effective Time (other than (i) Inphi Shares held by Inphi,
Marvell, MTI, Delaware Merger Sub or any other subsidiary of Marvell or Inphi
and (ii) Inphi Shares with respect to which appraisal rights are properly
exercised and not withdrawn under Delaware law) was converted into the right to
receive 2.323 MTI Shares and $66.00 in cash, without interest, plus cash in lieu
of any fractional MTI Shares.
Marvell and MTI funded the cash portion of the consideration for the Mergers
with borrowings under the Term Credit Agreement and proceeds of the previously
announced offering and issuance 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.
As provided in the Merger Agreement, at the Bermuda Merger Effective Time all
options, restricted stock units, performance awards and other equity awards
relating to Marvell Shares outstanding immediately prior to the Bermuda Merger
Effective Time were converted into an equivalent option to purchase, or award to
be paid in, MTI Shares and remain subject to the same terms, conditions and
restrictions as the original option or award.
The issuance of MTI Shares to Marvell shareholders and Inphi stockholders in
connection with the Mergers, as described above, was registered under the
Securities Act of 1933, as amended, pursuant to a registration statement on Form
S-4 (File No. 333-251606) (the "Registration Statement"), filed by MTI with the
SEC and declared effective on March 11, 2021. The joint proxy
statement/prospectus of Marvell, MTI and Inphi included in the Registration
Statement contains additional information about the Mergers and the related
transactions. The description of MTI common stock set forth in the joint proxy
statement/prospectus is incorporated herein by reference. Additional information
about the Mergers is also set forth in Current Reports on Form 8-K filed by
Marvell on October 30, 2020 , December 8, 2020 , December 15, 2020 ,
March 24, 2021 , April 5, 2021 , April 12, 2021 and April 19, 2021
and incorporated by reference into the joint proxy statement/prospectus.
The description of the Merger Agreement contained herein does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by
reference. This summary is not intended to modify or supplement any factual
disclosures about Marvell, MTI or Inphi, and should not be relied upon as
disclosure about Marvell, MTI or Inphi without consideration of the periodic and
current reports and statements that Marvell, MTI or Inphi file with the SEC. The
terms of the Merger Agreement govern the contractual rights and relationships,
and allocate risks, among the parties in relation to the transactions
contemplated by the Merger Agreement. In particular, the representations and
warranties made by the parties to each other in the Merger Agreement reflect
negotiations between, and are solely
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for the benefit of, the parties thereto and may be limited or modified by a
variety of factors, including: subsequent events, information included in public
filings, disclosures made during negotiations, correspondence between the
parties and disclosure schedules to the Merger Agreement. Accordingly, the
representations and warranties may not describe the actual state of affairs at
the date they were made or at any other time and you should not rely on them as
statements of fact.
Prior to the Bermuda Merger, Marvell Shares were registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and listed on the Nasdaq Global Select Market ("Nasdaq"). As a result of
the Mergers, MTI Shares will be substituted for Marvell Shares on Nasdaq. As of
the open of trading on April 21, 2021, MTI Shares will trade on Nasdaq under the
ticker symbol "MRVL." Marvell expects to file a Form 15 with the SEC to
terminate the registration under the Exchange Act of the Marvell Shares and
suspend its reporting obligations under Sections 12(g) and 15(d) of the Exchange
Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2.1 Agreement and Plan of Merger and Reorganization, dated as of October 29,
2020, by and among Marvell Technology Group Ltd., Inphi Corporation,
Marvell Technology, Inc. (f/k/a Maui HoldCo, Inc.), Maui Acquisition
Company Ltd and Indigo Acquisition Corp., incorporated by reference to
Exhibit 2.1 to Marvell Technology Group Ltd.'s Form 8-K filed with the SEC
on October 30, 2020
3.1 Amended and Restated Memorandum of Association of Marvell Technology
Group Ltd.
3.2 Amended and Restated Bye-Laws of Marvell Technology Group Ltd.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
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