Marvell Technology Group Ltd. (NasdaqGS:MRVL) signed a definitive agreement to acquire Cavium, Inc. (NasdaqGS:CAVM) for $6.2 billion on November 19, 2017. Under the terms of the agreement, Marvell will acquire all outstanding shares of Cavium common stock in exchange for consideration of $40 per share in cash and 2.1757 Marvell common shares for each Cavium share. Each Cavium option not held by a Director of Cavium, whether vested or unvested, will be converted into an option of Marvell after adjusting for the exercise price equal to the product of 4.0339 and the number of Cavium Shares subject to such Cavium Option at an exercise price per Marvell Share. Options held by Directors of Cavium will be cancelled and will right of the holder to receive an amount in cash equal to $86.83 less the applicable exercise price for each Cavium Share subject to such Director Option. Each outstanding and unvested company restricted stock unit (‘RSU’) and unvested performance restricted stock unit (‘PRSU’) of Cavium will be converted into RSUs of Marvell equal to the product of 4.0339 and the number of Cavium Shares subject to such Cavium RSU. Each vested company RSU will be cancelled in exchange for cash that is the sum of $40 and the value of 2.1757 common shares of Marvell. Following the completion of the transaction, Cavium shareholders are expected to own approximately 25% of the combined company on a pro forma basis. Marvell intends to fund the cash consideration with a combination of cash on hand from the combined companies, and $500 million of uncommitted undrawn revolving credit facility. Marvell has obtained commitments consisting of an $850 million bridge loan commitment and a $900 million committed term loan from Goldman Sachs Bank USA and Bank of America Merrill Lynch. As of June 20, 2018, Marvell announced an offering of $500 million aggregate principal amount of the Marvell’s 4.2% Senior Notes due 2023 (the “2023 notes”) and $500 million aggregate principal amount of the Marvell’s 4.875% Senior Notes due 2028. Proceeds from this notes offering will be used fund the acquisition. Upon completion of the transaction, Cavium will operate as a wholly owned subsidiary of Marvell. Either of Marvell or Cavium will be liable to pay a fee of up to $180 million in the event of termination under certain circumstances. The combined company Board will comprise 12 members, of which 9 will be from Marvell and 3 will be from Cavium. Matt Murphy, President and Chief Executive Officer (‘CEO’) of Marvell, will lead the combined company, and the leadership team will have representation from both companies, including Jean Hu (Chief Financial Officer of Marvell), Raghib Hussain (co-founder and Chief Operating Officer of Carvium) and Anil Jain (Carvium’s Vice President of IC Engineering). In addition, Syed Ali, co-founder and CEO of Cavium, will continue with the combined company as a strategic advisor and will join Board of Directors of Marvell, along with two additional board members from Calvium Board. The transaction is subject to the regulatory approvals, listing of consideration shares, effectiveness of the registration statement, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of approval of the Committee on Foreign Investment in the United States and from China’s State Administration for market regulation, approval by Cavium shareholders of the merger agreement and the approval by Marvell shareholders of the issuance of Marvell common shares in the transaction and other customary closing conditions. The transaction is not subject to any financing condition. Concurrent with the merger agreement, Marvell entered into voting agreements whereby Syed B. Ali and Starboard Value LP and certain of its affiliates agreed to vote their shares in favor of the agreement. Board of Directors of both Cavium and Marvell has unanimously approved the transaction. As of January 29, 2018, early termination notice has been granted by Federal Trade Commission (FTC). As of March 16, 2018, the transaction received approval by shareholders of Marvell Technology Group. On May 24, 2018, the Committee on Foreign Investment in the United States completed its review of the transaction and determined that there are no unresolved national security concerns with respect to the transaction. As of June 28, 2018, China's State Administration for Market Regulation approved the deal. The transaction is expected to close in mid-calendar year of 2018. As of June 28, 2018, transaction is expected to close in July 2018. The transaction is expected to be significantly accretive to revenue growth, margins and non-GAAP EPS. Goldman Sachs & Co. LLC served as financial advisor and provided fairness opinion to Marvell and will receive a fee of $22 million for its services. Richard E. Climan, Christopher R. Moore, Jane Ross, Annie Kang, Lauren Zachry, Evan Orman, John Brockland, Hao Wang, Max Scott, Maggie Pennisi, Rachel Eisen, Logan Breed, Adrian Emch, Robert Baldwin, III, William Regan, Stacey Rosenberg, Eve Howard, Paul Barkes, Tifarah Allen, Judy Lai, LinaMaria Perez, George Ingham, Sophie Duffy, Mike Frank, Laura Szarmach, Adrienne Jack, T. Weymouth, Andrew Keller, Brian Curran, Michael Jacobson, Patrick de Laperouse, Scott Loughlin, Mohammed Amer, Nathan Salminen, John Beckman, Lillian Tsu, Chloe Chung, Katherine Keeley, Jasper Howard, Charlie Stones, Caitlin Piper from Hogan Lovells US LLP served as legal advisors to Marvell. Qatalyst Partners LP and J.P. Morgan Securities LLC served as financial advisors to Cavium. Cavium has agreed to pay Qatalyst Partners approximately $38 million for its services and J.P. Morgan a transaction fee of approximately $25 million for the services provided in connection with the transaction. Kenton J. King, Michael J. Mie, Kristine Dunn, Nathan Giesselman, Steven Albertson, Medum Jonathan Gafni, Ken Kumayama Choe, Kristine Davis, Joseph Casey, Justin Bryant and Barnaby Gibson from Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisors to Cavium. Innisfree M&A Incorporated served as information agent for Marvell and will receive a fee of approximately $0.025 million for its services in connection with the deal. American Stock Transfer and Trust Company served as the transfer agent to Marvell. MacKenzie Partners, Inc. served as information agent for Cavium and will receive a fee of approximately $0.025 million for its services in connection with the deal. Tatiana Lapushchik, Matthew G. Jones, Matthew L. Ploszek, LizabethAnn R. Eisen, Steven Y. Li, Andrew T. Davis, Jean-Baptiste Frantz, Ari B. Ruffer, Shu-en Wee of Cravath, Swaine & Moore LLP served as the legal advisor to Marvell’s financing sources. Alan F. Denenberg and Jeffrey C. Lau Davis Polk & Wardwell LLP acted as legal advisors to J.P. Morgan Securities LLC. Alison S. Ressler, Michelle R. Heisner, Brian R. Umanoff of Sullivan & Cromwell LLP is advising Goldman Sachs & Co. LLC as financial advisor to Marvell Technology Group Ltd.