Item 8.01 Other Events.
On September 8, 2022, officers of MaxLinear, Inc., a Delaware corporation
("MaxLinear") participated at the Wells Fargo 2022 Leveraged Finance Conference.
During the conference and in separate sessions with analysts and investors,
MaxLinear's officers have referred, and will refer, to an updated slide
presentation, which among other things makes reference to MaxLinear's proposed
acquisition of Silicon Motion Technology Corporation ("Silicon Motion"). A copy
of this updated slide presentation is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
99.1 Investor Presentation
104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Unless otherwise indicated, all
forward looking statements are based on estimates, projections, and assumptions
of MaxLinear as of the date of this communication. These forward-looking
statements include, among others, statements concerning: MaxLinear's growth plan
and strategies; estimates of total addressable market and serviceable
addressable market; anticipated market trends (including growth trends); the
potential of MaxLinear's technology to be disruptive; anticipated operating
benefits for customers, suppliers and employees resulting from MaxLinear's
proposed acquisition of Silicon Motion (the "Merger"); industry trends,
including, but not limited to, anticipated worldwide NAND demand; anticipated
total addressable market expansion as a result of the Merger; anticipated
financial performance of the combined company following the Merger; and the
anticipated closing date for the Merger. These forward-looking statements
involve known and unknown risks, uncertainties, and other factors that may cause
actual results to be materially different from any future results expressed or
implied by the forward-looking statements including, without limitation: intense
competition in our industry; increasing supply chain risks within our industry,
including increases in shipping and material costs and substantial shipping
delays resulting in extended lead-times; inflation trends in our supply chain
and in the global economy generally; geopolitical risks; our dependence on a
limited number of customers for a substantial portion of our revenues; potential
decreases in average selling prices for our products; the risk that the
potential benefits sought in the Merger might not be fully realized; the
possibility that the Merger might not be consummated, or that consummation might
be unduly delayed; the effect of public announcement of the Merger on Silicon
Motion's or MaxLinear's sales and operating results and MaxLinear's ability to
retain key management, marketing, technical, and other personnel; the
substantial charges to be incurred in connection with the Merger, including
costs of integrating the businesses and transaction expenses arising from the
Merger; the risk that despite the efforts of MaxLinear, key personnel of Silicon
Motion might not remain employed with Silicon Motion following the closing;
certain restrictions on MaxLinear's ability to operate during the pendency of
the transaction and its ability to make certain acquisitions of any person or
portion thereof; and MaxLinear's obligation under the merger agreement,
including obligations to undertake certain mitigation measures that may be
required to obtain applicable antitrust approvals and obligations to pay a
termination fee under certain circumstances, in each case, subject to the terms
and conditions of the merger agreement. In addition to these risks and
uncertainties, investors should review the risks and uncertainties contained
under the caption "Risk Factors" in MaxLinear's filings with the Securities and
Exchange Commission ("SEC"), including our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2022, which we filed with the SEC on July 27, 2022. This
communication does not constitute confirmation or an update of previously
provided guidance. MaxLinear is under no obligation (and expressly disclaims any
such obligation) to update or revise any forward-looking statements whether as a
result of new information, future events, or otherwise.
2
Additional Information and Where to Find It
This communication makes reference to a proposed merger involving MaxLinear and
Silicon Motion. In connection with the proposed transaction, MaxLinear has filed
with the Securities and Exchange Commission (the "SEC"), and the SEC has
declared effective, a Registration Statement on Form S-4 that includes a proxy
statement of Silicon Motion and a prospectus of MaxLinear.
The proxy statement/prospectus and this communication are not offers to sell
MaxLinear securities, and are not soliciting an offer to buy MaxLinear
securities, in any state where the offer and sale is not permitted.
MAXLINEAR AND SILICON MOTION URGE INVESTORS AND SECURITY HOLDERS TO READ THE
REGISTRATION STATEMENT ON FORM S-4 AND OTHER DOCUMENTS PROVIDED TO SILICON
MOTION SECURITY HOLDERS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders are able to obtain the Registration Statement on
Form S-4 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.
3
© Edgar Online, source Glimpses
MAXLINEAR, INC. 
