MaxLinear, Inc. (NasdaqGS:MXL) agreed to acquire Silicon Motion Technology Corporation (NasdaqGS:SIMO) from Cardinal Capital Management, L.L.C. and others for $3.9 billion on May 5, 2022. Silicon Motion may be required to pay MaxLinear a termination fee of $132 milllion and further 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 million. MaxLinear plans to finance the Merger with approximately $277 million of cash and approximately $3.25 billion in new debt. As of June 21, 2022, Wells Fargo Bank, Wells Fargo Securities, Bank of Montreal, BMO Capital Markets Corp., Citizens Bank, N.A., Truist Bank, and Truist Securities, Inc. entered into an amended and restated commitment letter and have committed to provide (i) a senior secured term B loan facility in an aggregate principal amount of up to $2,737,500,000, (ii) a senior secured term A loan facility in an aggregate principal amount of up to $512,500,000, and (iii) a senior secured revolving credit facility in an aggregate principal amount of up to $250,000,000.

The transaction is subject to pending satisfaction of customary closing conditions, including Silicon Motion shareholders' approval and regulatory and antitrust approvals. The expiration of the HSR waiting period occurred on June 27, 2022, which was a condition to the closing of the pending transaction. The closing of the transaction is subject to the satisfaction of the remaining customary closing conditions, including approval by Silicon Motion's security holders and the receipt of regulatory approval in the People's Republic of China. The shareholders meeting of Silicon is scheduled on August 31, 2022. As of July 13, 2022, the boards of directors of MaxLinear and Silicon Motion Technology have each unanimously approved a transaction and the registration statement on Form S-4 was declared effective by the SEC. As of August 31, 2022, the transaction is approved by shareholders of Silicon Motion Technology Corporation. The transaction is not subject to any financing conditions and is expected to close by the first half of calendar 2023. The transaction is expected to close by the middle of 2023. As of September 9, 2022, the transaction is expected to close in Q2 or Q3 of 2023. The transaction is expected to immediately accretive to operating margin, earning per share. and cash flow generation.

BMO Capital Markets Corp. is acting as exclusive financial advisor to MaxLinear and Robert T. Ishii, Rich Mullen, Robert F. Kornegay, Robert Wernli, Dana J. Hall, Manja S. Sachet, Chi-Fei Wang, Matt Staples, Jamillia P. Ferris, Kimberley Biagioli, Deirdre Carroll, Jonathan Zhu, Sriram Krishnamurthy, Jessica E. Bliss, Matt Gorman, James P. McCann, Martin R. Sul, Josephine Aiello LeBeau, Tarek J. Helou, Seth Cowell and Anne E. Seymour of Wilson Sonsini Goodrich & Rosati, P.C. is acting as legal advisors to MaxLinear. Wells Fargo Bank, N.A. is providing committed debt financing for the transaction. Goldman Sachs (Asia) L.L.C. is acting as exclusive financial advisor, fairness opinion and due diligence provider to Silicon Motion and Christopher R. Drewry, Joshua N. Holian, Charles K. Ruck, Benjamin P. Su of Latham & Watkins LLP and K&L Gates are acting as legal advisors. D.F. King & Co., Inc. served as proxy solicitor to and will receive a fee of $21,000.