NVIDIA Corporation (NasdaqGS:NVDA) signed a definitive agreement to acquire Mellanox Technologies, Ltd. (NasdaqGS:MLNX) from Eyal Waldman and others for $7.3 billion on March 10, 2019. Under the terms of the agreement, NVIDIA will acquire each share of Mellanox Technologies at $125 per share (offer price) in cash. Each option to purchase shares of Mellanox Technologies that is outstanding immediately prior to the effective time, whether or not vested, will be canceled and converted into the right to receive a cash amount equal to the product of the number of shares of Mellanox Technologies subject to such option, and the excess, if any, of the offer price over the applicable per share exercise price for such option. Each restricted share unit award (RSU) of Mellanox Technologies that is outstanding immediately prior to the effective time but has not yet been settled in shares of Mellanox Technologies or is held by a non-employee director of the Mellanox Technologies (cashed-out RSU), whether or not vested, will be canceled and converted into the right to receive a cash amount equal to the product of the number of shares of Mellanox Technologies subject to such RSU and offer price. Each RSU of Mellanox Technologies that is outstanding immediately prior to the effective time and is not a cashed-out RSU (assumed RSU), will be assumed by NVIDIA and converted into an NVIDIA restricted stock unit having substantially the same terms and conditions as the assumed RSU but entitling the holder to a number of NVIDIA common shares equal to the product of the number of shares of Mellanox Technologies that were issuable with respect to the sssumed RSU immediately prior to the effective time multiplied by a fraction (exchange ratio), the numerator of which is the offer price and the denominator of which is the volume weighted average price for a common share of NVIDIA on NASDAQ, calculated based on the ten consecutive trading days ending on the third complete trading day prior to (and excluding) the closing date of the merger. The number of shares subject to each performance share unit award (PSU) of Mellanox Technologies that is outstanding immediately prior to the effective time will be determined by the board of directors of Mellanox Technologies, as reasonably as the greater of the target number of Mellanox Technologies's PSUs set forth in the applicable grant notice and a number of shares determined based on Mellanox Technologies's actual achievement of the applicable performance goals as of the date of the closing of the merger (performance satisfied PSUs). The performance satisfied PSUs will be assumed by NVIDIA and converted into an NVIDIA restricted stock unit having substantially the same terms and conditions as Mellanox Technologies' PSU, other than performance goals, but entitling the holder to a number of NVIDIA common shares equal to the product of the number of Mellanox Technologies' shares that were issuable with respect to the performance satisfied PSUs multiplied by the exchange ratio. With respect to employee stock purchase plan (ESPP) of Mellanox Technologies, the ESPP shall terminate as of immediately prior to the effective time. Any shares of Mellanox Technologies acquired under the ESPP prior to or on the final purchase date will be treated as outstanding shares. NVIDIA intends to fund the acquisition through cash on its balance sheet.

In case of termination of transaction, Mellanox Technologies will be obligated to pay to NVIDIA a termination fee equal to $225 million in cash and NVIDIA will be obligated to pay Mellanox Technologies a termination fee equal to $350 million in cash. The closing of the transaction is subject to regulatory approvals, approval of the agreement by the holders of at least a majority of the outstanding voting power of Mellanox Technologies, the absence of certain laws, orders, judgments and injunctions that restrain, enjoin or otherwise prohibit the consummation of the merger, expiration or termination of the applicable Hart-Scott-Rodino Act waiting period, receipt of any applicable clearance or affirmative approval by the Anti-Monopoly Bureau of the State Administration for Market Regulation in the People's Republic of China and expiration of any mandatory waiting period related thereto, and receipt of any other specified antitrust approvals in specified jurisdictions, the passage of the statutory waiting periods following the filing of a merger proposal with the Registrar of Companies of the State of Israel, and the absence of a material adverse effect on Mellanox Technologies' business from the date of the agreement. Consummation of the transaction is not subject to a financing condition.

The transaction has been approved by the Board of NVIDIA and unanimously by Mellanox Technologies' Board. The Chief Executive Officer of Mellanox Technologies, Eyal Waldman, holding 3.4% stake in Mellanox Technologies, has entered into a voting agreement with NVIDIA agreeing to vote his shares in favor of approval of the agreement. As of April 22, 2019, a special meeting Mellanox Technologies shareholders will be held to approve the transaction. As of May 23, 2019, the waiting period under the HSR Act in connection with the transaction expired. As of June 20, 2019, Mellanox's shareholders have approved the transaction. As of August 15, 2019, the transaction has received regulatory approval in the United States and Mexico and are engaged with regulators in Europe and China. As of December 19, 2019, NVIDIA Receives Unconditional Phase 1 Clearance from European Commission. As of April 16, 2020, Nvidia Corp. received approval from China's antitrust authority. The transaction is expected to close by the end of calendar year 2019. As of November 14, 2019, transaction is expected to close in the early part of calendar 2020. As of April 16, 2020, the transaction is expected to close before April 27, 2020. The transaction is expected to be immediately accretive to NVIDIA's non-GAAP gross margin, non-GAAP earnings per share and free cash flow.

Alan Mendelson, Mark Roeder, Joshua Holian and Josh Dubofsky of Latham & Watkins LLP and Ehud Sol and Yuval Meidar of Herzog, Fox and Neeman acted as legal advisors for Mellanox Technologies while Daniel R. Mitz, Jonn R. Beeson, Robert J. Cardone, Craig A. Waldman of Jones Day and Barry Levenfeld and Ben Sandler of Yigal Arnon & Co. acted for NVIDIA. Pawan Tewari, Kyle Jessen and Tammy Kiely of Goldman Sachs & Co. acted as financial advisors to NVIDIA on the deal. David Wah, Ernie Ruehl, Greg Weinberger and Andrew Modelski from Credit Suisse Securities (USA) LLC and Drago Rajkovic, Roy Navon, Marvin Larbi-Yeboa, Yoni Hornik, Kristina Nilsson and Janet Choi of J.P. Morgan Securities LLC acted as financial advisors to Mellanox. Kevin Miller, Robyn Downing and Stuart Rogers of Alston & Bird LLP is advising Credit Suisse Securities (USA) LLC as financial advisor to Mellanox. MacKenzie Partners, Inc. acted as information agent to Mellanox and will receive a fee of $0.025 million. Mellanox agreed to pay J.P. Morgan Securities LLC a fee of $73 million, $1 million of which became payable upon delivery by J.P. Morgan of its opinion, approximately $4 million of which has already been paid to J.P. Morgan in connection with services it previously rendered and are creditable against the total fee payable and the remainder of which will become due upon the closing of the transaction. Credit Suisse Securities (USA) LLC will receive a fee of $44 million, of which approximately $43 million is contingent upon the consummation of the merger and $1 million became payable upon the rendering of its opinion. Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to NVIDIA Corporation.

NVIDIA Corporation (NasdaqGS:NVDA) completed the acquisition of Mellanox Technologies, Ltd. (NasdaqGS:MLNX) from Eyal Waldman and others on April 27, 2020.