Marvell Technology, Inc. (NasdaqGS:MRVL) entered into definitive agreement to acquire Innovium, Inc. for approximately $1 billion on August 2, 2021. Under the terms of the definitive agreement, Innovium shareholders will receive consideration consisting of approximately 19.05 million shares of Marvell Common Stock that will be issued in aggregate in exchange for all outstanding equity of Innovium, including shares of Innovium's Preferred and Common Stock, employee equity awards, warrants and other rights of Innovium. The acquisition price includes Innovium cash and exercise proceeds expected at closing of approximately $145 million, resulting in a net cost to Marvell of $955 million. As per the terms, Innovium Common Stock, Preferred Stock, Series A, B, C, D and D2 will have an exchange ratio of 0.144 and Preferred Stock Series E and F will have an exchange ratio of 0.147 and 0.1755 respectively.

The transaction is subject to the satisfaction of customary closing conditions, including approval by Innovium's shareholders and applicable regulatory approvals. The board of directors of both companies have approved the transaction. The transaction is expected to close by the end of calendar 2021. The transaction is expected to be neutral to Marvell's non-GAAP earnings per share in the first full quarter after the transaction closes, and accretive in the first full fiscal year thereafter. Gibson, Dunn & Crutcher LLP acted as legal advisor while Qatalyst Partners LP acted as financial advisor for Marvell. Goodwin Procter LLP acted as legal advisor for Innovium.

Marvell Technology, Inc. (NasdaqGS:MRVL) completed the acquisition of Innovium, Inc. on October 5, 2021.