Item 2.02 Results of Operations and Financial Condition.
The information in Item 2.02 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 2.02 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, or the Exchange Act, regardless of any
general incorporation language contained in such filing.
On August 3, 2021, Marvell Technology, Inc. ("Marvell") issued a press release
reporting its preliminary estimate of its second quarter fiscal 2022 revenue
range. These preliminary financial results are based upon Marvell's good faith
estimates, are subject to completion of Marvell's financial closing procedures,
and may be subject to change. A copy of the press release is furnished herewith
as Exhibit 99.1 and the information under the heading "Marvell Preliminary
Second Fiscal Quarter 2022 Results" is deemed furnished and not filed.
Item 8.01 Other Events.
On August 3, 2021, Marvell issued a press release announcing a definitive
agreement, under which it will acquire Innovium, Inc. in an all-stock
transaction. Under the terms of the definitive agreement, Innovium shareholders
will receive $1.1 billion in consideration consisting of approximately
19.05 million shares of Marvell Common Stock that will be issued in aggregate in
exchange for all outstanding equity of Innovium, including shares of Innovium's
Preferred and Common Stock, employee equity awards, warrants and other rights of
Innovium. The acquisition price of $1.1 billion is based on Marvell's 10-day
VWAP as of July 30, 2021. The acquisition price includes Innovium cash and
exercise proceeds expected at closing of approximately $145 million, resulting
in a net cost to Marvell of $955 million. The board of directors of both
companies have approved the transaction. The transaction is expected to close by
the end of calendar 2021, subject to the satisfaction of customary closing
conditions, including approval by Innovium's shareholders and applicable
regulatory approvals. A copy of the press release is filed herewith as Exhibit
99.1; provided that, as described in Item 2.02 above, information under the
heading "Marvell Preliminary Second Fiscal Quarter 2022 Results" is deemed
furnished and not filed.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated August 3, 2021, titled "Marvell to Acquire Innovium
- Accelerates Cloud Growth with Expanded Ethernet Switching Portfolio"
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Important Additional Information Will be Filed with the SEC
Marvell will file with the SEC a registration statement on Form S-4, which will
include a prospectus of Marvell. Investors are urged to carefully read the
registration statement and other relevant documents to be filed with the SEC in
their entirety when they become available because they will contain important
information about Marvell, Innovium, the proposed transaction and related
matters. Investors will be able to obtain free copies of the registration
statement and other documents filed with the SEC through the website maintained
by the SEC at www.sec.gov and on Marvell's website
at https://investor.marvell.com/sec-filings.
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Cautionary Statement Regarding Forward Looking Statements
This document contains certain forward-looking statements within the meaning of
the federal securities laws with respect to the proposed transaction between
Marvell and Innovium, including statements regarding the benefits of the
transaction and expected synergies, the anticipated timing of the transaction
and the products and markets of each company and statements regarding Marvell's
expectations regarding its second quarter of fiscal 2022 revenue outlook. These
forward-looking statements generally are identified by the words "believe,"
"project," "expect," "anticipate," "estimate," "intend," "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: (i) the risk that the transaction may not
be completed in a timely manner or at all, (ii) the failure to satisfy the
conditions to the consummation of the transaction, including the adoption of the
merger agreement by the stockholders of Innovium and the receipt of certain
governmental and regulatory approvals, (iii) the occurrence of any event, change
or other circumstance that could give rise to the termination of the merger
agreement, (iv) the effect of the announcement or pendency of the transaction on
Innovium's business relationships, operating results, and business generally,
(v) risks that the proposed transaction disrupts current plans and operations of
Innovium or Marvell and potential difficulties in Innovium employee retention as
a result of the transaction, (vi) risks related to diverting management's
attention from Marvell's ongoing business operations, (vii) risks arising from
any legal proceedings that may be instituted against Marvell or against Innovium
related to the merger agreement or the transaction, (viii) the ability of
Marvell to successfully integrate Innovium's operations and product lines,
(ix) the ability of Marvell to implement its plans, forecasts, and other
expectations generally or with respect to Innovium's business after the
completion of the proposed transaction and realize the anticipated synergies and
cost savings in the time frame anticipated or at all, (x) the risk of downturns
in the highly cyclical semiconductor industry, (xi) Marvell's or Innovium's
failure to achieve expected revenues and forecasted demand from customers,
(xii) risks relating to the value of the Marvell's shares to be issued in the
transaction, (xiii) the impact of public health crises, such as pandemics
(including coronavirus (COVID-19)) and epidemics and any related company or
government policies and actions to protect the health and safety of individuals
or government policies or actions to maintain the functioning of national or
global economies and markets, and (xiv) changes in our actual results for the
second quarter compared to our preliminary estimates. The foregoing list of
factors is not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties that affect the business of Marvell
described in the "Risk Factors" section of Marvell's Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and other documents filed by Marvell 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
assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events, or otherwise. Marvell does not give any assurance that either Marvell or
Innovium will achieve its expectations.
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