Item 8.01. Other Events.
As previously disclosed, on May 5, 2022, MaxLinear, Inc., a Delaware corporation
("MaxLinear") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with 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 a wholly-owned subsidiary
of MaxLinear ("Merger Sub"), pursuant to which, on the terms and subject to the
conditions set forth therein, Merger Sub will merge with and into Silicon Motion
(the "Merger"), with Silicon Motion surviving the Merger as a wholly-owned
subsidiary of MaxLinear.
The Merger remains subject to review and clearance by the State Administration
for Market Regulation ("SAMR") in the People's Republic of China. MaxLinear and
Silicon Motion filed a simplified filing with SAMR on July 6, 2022. On August
31, 2022, SAMR advised the parties to refile under the normal procedure, which
the parties intend to submit to SAMR as promptly as reasonably practicable.
MaxLinear and Silicon Motion cannot predict with certainty the length of review
under the normal procedure, but expect a final determination by SAMR in the
second or third quarter of 2023, or even later.
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 proposed
transaction and the potential benefits thereof, their businesses 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 anticipated timing of the SAMR review and final
determination. 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 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 and
MaxLinear's businesses 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; and (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. These risks, as well as other risks associated
with the proposed transaction, are more fully discussed in the proxy
statement/prospectus to be filed by MaxLinear with the SEC and 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 proxy statement/prospectus 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 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 WHEN
THEY BECOME AVAILABLE 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.
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