Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On May 5, 2022, MaxLinear, Inc., a Delaware corporation ("MaxLinear"), Silicon
Motion Technology Corporation, an exempted company with limited liability
incorporated under the Law of the Cayman Islands ("Silicon Motion"), and Shark
Merger Sub, an exempted company with limited liability incorporated under the
Law of the Cayman Islands and wholly-owned subsidiary of MaxLinear ("Merger
Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement").
Pursuant to the terms of the Merger Agreement, the acquisition of Silicon Motion
will be accomplished through a merger of Merger Sub with and into Silicon Motion
(the "Merger"), with Silicon Motion continuing as the surviving company.
Pursuant to the terms of the Merger Agreement, and subject to the terms and
conditions set forth therein, at the effective time of the Merger (the
"Effective Time"):
(i) each ordinary share of Silicon Motion (the "Silicon Motion Stock") issued
and outstanding immediately prior to the Effective Time (other than (w) shares
of Silicon Motion Stock owned by MaxLinear, Silicon Motion, or any direct or
indirect wholly owned subsidiary of MaxLinear or Silicon Motion, (x) shares of
Silicon Motion Stock owned by shareholders who have properly exercised and
perfected appraisal rights under Section 238 of the Companies Act (2022
Revision) of the Cayman Islands and (y) shares of Silicon Motion Stock
represented by each American Depositary Share, representing four shares of
Silicon Motion Stock (each, an "ADS" or, collectively, the "ADSs)), will be
cancelled and extinguished and automatically converted into the right to receive
the following consideration (collectively, the "Merger Consideration"):
(A) $23.385 in cash, without interest (the "Per Share Cash Merger
Consideration"), plus
(B) 0.097 validly issued, fully paid and nonassessable shares of common stock of
MaxLinear, par value $0.0001 per share ("MaxLinear Common Stock") (such ratio of
0.388 shares of MaxLinear Common Stock to one ordinary share of Silicon Motion
Stock, the "Exchange Ratio," and such consideration in (A) and (B) collectively,
the "Per Share Merger Consideration"); and
(ii) each ADS issued and outstanding immediately prior to the Effective Time
(other than (x) ADSs owned by MaxLinear, Silicon Motion, or any direct or
indirect wholly owned subsidiary of MaxLinear or Silicon Motion and (y) ADSs
owned by shareholders who have properly exercised and perfected appraisal rights
under Section 238 of the Companies Act (2022 Revision) of the Cayman Islands),
will be cancelled and extinguished and automatically converted into the right to
receive the following consideration:
(A) $93.54 in cash, without interest, plus
(B) 0.388 validly issued, fully paid and nonassessable shares of MaxLinear
Common Stock.
Pursuant to the terms of the Merger Agreement, each Silicon Motion restricted
stock unit award (a "Silicon Motion RSU"), other than Director RSUs (as defined
below), outstanding immediately prior to the Effective Time will be
automatically cancelled and converted into restricted stock units denominated in
shares of MaxLinear Common Stock entitling the holder to receive, upon
settlement, a number of shares of MaxLinear Common Stock equal to the number of
shares of Silicon Motion Stock subject to the Silicon Motion RSU multiplied by
the sum of (A) the Exchange Ratio and (B) the quotient obtained by dividing the
Per Share Cash Merger Consideration by the volume weighted average price of a
share of MaxLinear Common Stock for a 10 trading day period prior to the closing
of the Merger (the "Closing").
The converted Silicon Motion RSUs generally will be subject to the same terms
and conditions that applied to the awards immediately prior to the Effective
Time, (including any applicable change of control or other accelerated vesting
provisions, whether pursuant to an award agreement or any other agreement
between Silicon Motion and any holder of any award of Silicon Motion RSUs or
pursuant to any other arrangement or plan applicable to any holder of an award
of Silicon Motion RSUs).
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Each Silicon Motion RSU granted to a non-employee member of Silicon Motion's
Board of Directors ("Director RSUs") that is outstanding immediately prior to
the Effective Time will automatically vest in full and be cancelled and
converted into the right to receive the Per Share Merger Consideration as if
such Director RSU had been settled in shares of Silicon Motion Stock immediately
prior to the Effective Time.
The Boards of Directors of MaxLinear and Silicon Motion have unanimously
approved the Merger and the Merger Agreement. The transaction is subject to
customary closing conditions, including the absence of certain legal
impediments, the expiration or termination of the required waiting periods under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and
antitrust clearance from the People's Republic of China's State Administration
for Market Regulation, the effectiveness of a registration statement on Form S-4
registering the shares of MaxLinear Common Stock to be issued in connection with
the Merger, and approval by the holders of a two-thirds of the outstanding
shares of Silicon Motion Stock. The transaction is not subject to any financing
condition.
The Merger Agreement contains customary representations, warranties and
covenants of MaxLinear, Silicon Motion and Merger Sub, including, (i) covenants
by Silicon Motion concerning the conduct of its business in the ordinary course
of business during the interim period between the execution of the Merger
Agreement and the Closing, (ii) covenants by MaxLinear concerning the conduct of
its business in the ordinary course of business during the interim period
between the execution of the Merger Agreement and the Closing, (iii) a covenant
by Silicon Motion that, subject to certain exceptions, the Board of Directors of
Silicon Motion will recommend to its shareholders the adoption of the Merger
Agreement, and (iv) a covenant that Silicon Motion will not solicit, initiate,
or knowingly assist, facilitate or encourage the making of an inquiry, offer or
proposal that constitutes or would be reasonably expected to lead to a Competing
Proposal (as defined in the Merger Agreement).
The Merger Agreement contains certain termination rights for both MaxLinear and
Silicon Motion and provides that upon termination of the Merger Agreement under
specified circumstances (including termination by Silicon Motion to accept a
superior proposal), Silicon Motion may be required to pay MaxLinear a
termination fee of $132.0 milllion. The Merger Agreement further provides that
if the Merger Agreement is terminated for failure to obtain required antitrust
approvals, MaxLinear may be required to pay Silicon Motion a termination fee of
$160.0 million.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, which is attached hereto as
Exhibit 2.1. We encourage you to read the Merger Agreement for a more complete
understanding of the transaction. The Merger Agreement has been attached as an
exhibit to this report to provide investors and security holders with
information regarding its terms. The Merger Agreement is not intended to provide
any factual information about Silicon Motion, MaxLinear or Merger Sub.
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Financing of the Merger
MaxLinear plans to finance the Merger with approximately $277.0 million of cash
from the combined company balance sheets, approximately $681.8 million in
MaxLinear common stock, and approximately $3.25 billion in new debt. In
connection with entering into the Merger Agreement, MaxLinear entered into a
commitment letter (the "Commitment Letter"), dated as of May 5, 2022, with Wells
Fargo Bank, N.A. and Wells Fargo Securities, LLC (the "Commitment Party"),
pursuant to which, subject to the terms and conditions set forth therein, the
Commitment Party has committed to provide (i) a senior secured term B loan
facility in an aggregate principal amount of up to $3.25 billion and (ii) a
senior secured revolving credit facility in an aggregate principal amount of up
to $250.0 million (collectively, the "Senior Secured Credit Facilities"). The
funding of the Senior Secured Credit Facilities provided for in the Commitment
Letter is contingent on the satisfaction of customary conditions, including (i)
the execution and delivery of definitive documentation with respect to credit
facilities in accordance with the terms sets forth in the Commitment Letter, and
(ii) the consummation of the Merger in accordance with the Merger Agreement.
The foregoing description of the Commitment Letter and the transactions
contemplated thereby is not complete and is subject to, and qualified in its
entirety by reference to, the Commitment Letter, a copy of which is filed with
this Current Report on Form 8-K as Exhibit 10.1 and the terms of which are
incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On May 5, 2022, Silicon Motion issued a joint press release with MaxLinear
announcing the execution of the Merger Agreement. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
In accordance with General Instruction B.2. of Form 8-K, all of the information
furnished in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, and shall not be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or in any filing under the Securities
Exchange Act of 1934, as amended, except as shall be expressly set forth by
specific reference in such a filing.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of
the federal securities laws, including Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements are based on Silicon Motion's and
MaxLinear's current expectations, estimates and projections about the expected
date of closing of the proposed transaction and the potential benefits thereof,
its business and industry, management's beliefs and certain assumptions made by
Silicon Motion and MaxLinear, all of which are subject to change. In this
context, forward-looking statements often address expected future business and
financial performance and financial condition, and often contain words such as
"expect," "anticipate," "intend," "plan," "believe," "could," "seek," "see,"
"will," "may," "would," "might," "potentially," "estimate," "continue,"
"expect," "target," similar expressions or the negatives of these words or other
comparable terminology that convey uncertainty of future events or outcomes. All
forward-looking statements by their nature address matters that involve risks
and uncertainties, many of which are beyond our control, and are not guarantees
of future results, such as statements about the consummation of the proposed
transaction and the anticipated benefits thereof. These and other
forward-looking statements are not guarantees of future results and are subject
to risks, uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking statements.
Accordingly, there are or will be important factors that could cause actual
results to differ materially from those indicated in such statements and,
therefore, you should not place undue reliance on any such statements and
caution must be exercised in relying on forward-looking statements. Important
risk factors that may cause such a difference include, but are not limited to:
(i) the completion of the proposed transaction on anticipated terms and timing,
including obtaining stockholder and regulatory approvals, anticipated tax
treatment, unforeseen liabilities, future capital expenditures, revenues,
expenses, earnings, synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management strategies for the
management, expansion and growth of Silicon Motion's and MaxLinear's businesses
and other conditions to the completion of the transaction; (ii) the occurrence
of any event, change or other circumstances that could give rise to the
termination of the merger agreement, including the receipt by Silicon Motion of
an unsolicited proposal from a third party; (iii) failure to realize the
anticipated benefits of the proposed transaction, including as a result of delay
in completing the transaction or integrating the businesses of Silicon Motion
and MaxLinear; (iv) the impact of the COVID-19 pandemic and related private and
public sector measures on Silicon Motion's business and general economic
conditions; (v) risks associated with the recovery of global and regional
economies from the negative effects of the COVID-19 pandemic and related private
and public sector measures; (vi) Silicon Motion's and MaxLinear's ability to
implement its business strategy; (vii) pricing trends, including Silicon
Motion's and MaxLinear's ability to achieve economies of scale; (viii) potential
litigation relating to the proposed transaction that could be instituted against
Silicon Motion, MaxLinear or their respective directors; (ix) the risk that
disruptions from the proposed transaction will harm Silicon Motion's or
MaxLinear's business, including current plans and operations; (x) the ability of
Silicon Motion or MaxLinear to retain and hire key personnel; (xi) potential
adverse reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; (xii) uncertainty as to
the long-term value of MaxLinear common stock; (xiii) legislative, regulatory
and economic developments affecting Silicon Motion's and MaxLinear's businesses;
(xiv) general economic and market developments and conditions; (xv) the evolving
legal, regulatory and tax regimes under which Silicon Motion and MaxLinear
operate; (xvi) potential business uncertainty, including changes to existing
business relationships, during the pendency of the merger that could affect
Silicon Motion's and/or MaxLinear's financial performance; (xvii) restrictions
during the pendency of the proposed transaction that may impact Silicon Motion's
or MaxLinear's ability to pursue certain business opportunities or strategic
transactions; (xviii) unpredictability and severity of catastrophic events,
including, but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as Silicon Motion's and MaxLinear's response to any of the
aforementioned factors; (xix) geopolitical conditions, including trade and
national security policies and export controls and executive orders relating
thereto, and worldwide government economic policies, including trade relations
between the United States and China and the military conflict in Ukraine and
related sanctions against Russia and Belarus; (xx) Silicon Motion's ability to
provide a safe working environment for members during the COVID-19 pandemic or
any other public health crises, including pandemics or epidemics; and (xxi)
failure to receive the approval of the shareholders of Silicon Motion. These
risks, as well as other risks associated with the proposed transaction, are more
fully discussed in the prospectus to be filed by MaxLinear with the SEC and
proxy statement to be provided by Silicon Motion to its security holders in
connection with the proposed transaction. While the list of factors presented
here is, and the list of factors presented in the prospectus and proxy statement
will be, considered representative, no such list should be considered to be a
complete statement of all potential risks and uncertainties. Unlisted factors
may present significant additional obstacles to the realization of
forward-looking statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which could have a
material adverse effect on Silicon Motion's or MaxLinear's consolidated
financial condition, results of operations, or liquidity. Neither Silicon Motion
nor MaxLinear assumes any obligation to publicly provide revisions or updates to
any forward-looking statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as otherwise
required by securities and other applicable laws.
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Additional Information and Where to Find It
This communication is being made in respect of a proposed business combination
involving MaxLinear and Silicon Motion. In connection with the proposed
transaction, MaxLinear will file with the Securities and Exchange Commission
(the "SEC") a Registration Statement on Form S-4 that will include a prospectus
of MaxLinear. The information in the prospectus is not complete and may be
changed. When the prospectus is finalized, it will be sent to the respective
shareholders of Silicon Motion with a proxy statement seeking their approval of
their transaction-related proposals.
MaxLinear may not sell the common stock referenced in the prospectus until the
Registration Statement on Form S-4 filed with the SEC becomes effective. The
prospectus and this communication are not offers to sell MaxLinear securities,
are not soliciting an offer to buy MaxLinear securities in any state where the
offer and sale is not permitted and are not a solicitation of any vote or
approval.
MAXLINEAR AND SILICON MOTION URGE INVESTORS AND SECURITY HOLDERS TO READ THE
REGISTRATION STATEMENT ON FORM S-4, THE RELATED PROXY STATEMENT WHICH WILL BE
PROVIDED TO Silicon Motion SECURITY HOLDERS AND OTHER DOCUMENTS PROVIDED TO
Silicon Motion SECURITY HOLDERS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain the Registration Statement
on Form S-4 (when available and filed, if applicable) free of charge at the
SEC's website, www.sec.gov. Copies of documents filed with the SEC by MaxLinear
(when they become available) may be obtained free of charge on MaxLinear's
website at www.maxlinear.com or by contacting MaxLinear's Investor Relations
Department at IR@MaxLinear.com. Copies of documents filed or furnished by
Silicon Motion (when they become available) may be obtained free of charge on
Silicon Motion's website at https://www.siliconmotion.com or by contacting
Silicon Motion's Investor Relations Department at IR@siliconmotion.com.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of May 5, 2022, by and among
MaxLinear, Inc., Silicon Motion Technology Corporation and Shark
Merger Sub*
10.1 Commitment Letter, dated as of May 5, 2022, by and among MaxLinear,
Inc., Wells Fargo Bank, N.A., and Wells Fargo Securities, LLC.
99.1 Joint Press Release of MaxLinear, Inc. and Silicon Motion Technology
Corporation, dated May 5, 2022
104 Cover Page Interactive Data File (formatted as Inline XBRL)
* Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the SEC upon its
request.
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