Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On September 19, 2019, pursuant to the terms of the previously disclosed Agreement and Plan of Merger, dated May 6, 2019 (the Merger
Agreement), by and among Marvell Technology Group Ltd., a Bermuda exempted company (Parent), Antigua Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), and Aquantia Corp., a
Delaware corporation (the Company or Aquantia), Merger Sub was merged with and into Aquantia (the Merger), with Aquantia continuing as the surviving corporation in the merger (the Surviving
Corporation) and becoming a wholly owned subsidiary of Parent.
At the effective time of the Merger (the Effective Time), subject to the
terms and conditions of the Merger Agreement, each share of common stock, $0.00001 par value per share, of Aquantia (Aquantia Common Stock) that was outstanding immediately prior to the Effective Time (other than shares held by Aquantia,
Parent, Merger Sub or any of their respective subsidiaries and shares as to which appraisal rights have been properly perfected pursuant to Delaware law (and have not been withdrawn or lost) (collectively, the Disregarded Shares)) was
converted into the right to receive $13.25 in cash, without interest (the Price Per Share).
Additionally, at the Effective Time, subject to
the terms and conditions of the Merger Agreement, each unexpired, outstanding and unexercised stock option granted under Aquantias 2004 Equity Incentive Plan, 2015 Equity Incentive Plan or 2017 Equity Incentive Plan (the Company
Options) that had a per share exercise price that was less than the Price Per Share (an In the Money Option), was vested (after giving effect to any applicable terms of vesting acceleration) and was held by a person who is not an
employee of Aquantia continuing employment with Parent, the Surviving Corporation or any subsidiary or affiliate of the Surviving Corporation after the Effective Time, was canceled and extinguished, and the holder thereof became entitled to receive
for each share of Aquantia Common Stock subject to such In the Money Option (subject to any applicable tax withholding or other amounts required by applicable legal requirements to be withheld) cash equal to the excess, if any, of the Price Per
Share over the per share exercise price for such Company Option. Additionally, at the Effective Time, each outstanding restricted stock unit of Aquantia (each a Company RSU) that was vested (after giving effect to any applicable terms of
vesting acceleration) was canceled and extinguished, and the holder thereof received (subject to any required tax withholding or other amounts required by applicable legal requirements to be withheld) cash equal to the product of the Price Per Share
multiplied by the total number of shares of Aquantia Common Stock subject to such Company RSU. Further, at the Effective Time, each (1) In the Money Option (whether vested or unvested) held by a person who is an employee of Aquantia continuing
employment with Parent, the Surviving Corporation or any subsidiary or affiliate of the Surviving Corporation after the Effective Time (each a Continuing Employee) was assumed by Parent and converted into an option to purchase Parent
common shares using a conversion ratio designed to preserve the intrinsic value of such Company Option, (2) Company RSU that was unvested (after giving effect to any applicable terms of vesting acceleration) and held by a Continuing Employee
was assumed and converted into restricted stock units to acquire Parent common shares using a conversion ratio designed to preserve the intrinsic value of such Company RSU, (3) In the Money Option that was unvested and each Company RSU that was
unvested (in each case, after giving effect to any applicable terms of vesting acceleration) and held by a person who was not a Continuing Employee was canceled and extinguished for no consideration, and (4) each Company Option that was not an
In the Money Option was canceled and extinguished for no consideration. Immediately prior to the Effective Time, each In the Money Option and Company RSU held by a non-employee member of our Board of
Directors vested in full.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K.