SANTA CLARA, Calif. and
SAN JOSE, Calif., March 23, 2021 /PRNewswire/ -- Marvell
Technology Group Ltd. (NASDAQ: MRVL) ("Marvell"), a leader in
infrastructure semiconductor solutions, and Inphi Corporation
(NASDAQ: IPHI) ("Inphi"), a leader in high-speed data movement,
have set a date for their shareholders and stockholders,
respectively, to vote on the proposed acquisition of Inphi by
Marvell. Marvell shareholders of record as of the close of business
on February 25, 2021 will be entitled
to vote at the General Meeting of Shareholders of Marvell (the
"Marvell Special Meeting"), which will be held virtually on
Thursday, April 15, 2021 at
2:00 p.m. Pacific Time. Inphi
stockholders of record as of the close of business on February 25, 2021 will be entitled to vote at the
Special Meeting of Stockholders of Inphi Stockholder (the "Inphi
Special Meeting"), which will be held on Thursday, April 15, 2021 at 10:00 a.m. Pacific Time, at Inphi's headquarters,
located at 110 Rio Robles, San Jose,
California 95134.
Marvell and Inphi each filed the definitive joint proxy
statement/prospectus with the U.S. Securities and Exchange
Commission on March 11, 2021 in
connection with the proposed transaction. The Marvell and Inphi
Boards of Directors each unanimously recommends that respective
shareholders and stockholders vote "FOR" the approval of the merger
and "FOR" the other proposals set forth in the definitive joint
proxy statement/prospectus, which has been distributed to all
Marvell shareholders and Inphi stockholders entitled to vote as of
the record date.
The merger will combine Marvell's storage, networking,
processor, and security portfolio, with Inphi's leading
electro-optics interconnect platform, to position the combined
company for end-to-end technology leadership in data
infrastructure. This transaction will expand the combined company's
addressable market, strengthen its customer base, and accelerate
its leadership in hyperscale cloud data centers and 5G wireless
infrastructure.
Marvell shareholders who need assistance completing the proxy
card, need additional copies of the proxy materials, or have
questions regarding the Marvell Special Meeting may contact
Marvell's proxy solicitors:
Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
Banks and brokers call: (212) 297-0720
Shareholders and all others call toll-free: (877) 869-0171
Email: info@okapipartners.com
Inphi stockholders who need assistance completing the proxy
card, need additional copies of the proxy materials, or have
questions regarding the Inphi Special Meeting may contact Inphi's
proxy solicitors:
Mackenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
Telephone: (800) 322-2885
Banks and Brokers: (212) 929-5500
Email: proxy@mackenziepartners.com
About Marvell
Marvell first revolutionized the digital storage industry by
moving information at speeds never thought possible.
Today, that same breakthrough innovation remains at the heart of
the company's storage, processing, networking, security and
connectivity solutions. With leading intellectual property
and deep system-level knowledge, Marvell's semiconductor solutions
continue to transform the enterprise, cloud, automotive, industrial
and consumer markets. To learn more, visit:
https://www.marvell.com.
Marvell and the M logo are registered trademarks of Marvell
and/or its affiliates in the United
States and/or elsewhere. Other names and brands may be
claimed as the property of others.
About Inphi
Inphi corporation is a leader in high-speed data movement. We
move big data fast, throughout the globe, between data centers, and
inside data centers. Inphi's expertise in signal integrity results
in reliable data delivery, at high speeds, over a variety of
distances. As data volumes ramp exponentially due to video
streaming, social media, cloud-based services, and wireless
infrastructure, the need for speed has never been greater. That's
where we come in. Customers rely on Inphi's solutions to develop
and build out the Service Provider and Cloud infrastructures, and
data centers of tomorrow. To learn more about Inphi, visit
www.inphi.com.
Inphi, the Inphi logo and Think fast are registered trademarks
of Inphi. All other trademarks used herein are the property of
their respective owners.
Investor Contacts:
Marvell Investor
Relations:
Ashish Saran
408-222-0777
ir@Marvell.com
Inphi Corporate Contact:
Vernon P. Essi, Jr.
408-606-6524
investors@inphi.com
Additional Information and Where to Find It
This document relates to a proposed transaction between Marvell
and Inphi. In connection with the proposed transaction, on
March 11, 2021, Marvell Technology,
Inc. ("MTI") filed a registration statement on Form S-4 (File No.
333-251606) with the Securities and Exchange Commission ("SEC"),
which included a joint proxy statement of Marvell and Inphi and a
prospectus of MTI. The registration statement on Form S-4 has been
declared effective by the SEC and a definitive joint proxy
statement/prospectus has been sent to all Inphi stockholders and
all Marvell shareholders who held shares as of the record date.
Each party may file other documents regarding the proposed
transaction with the SEC. BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND SECURITY HOLDERS OF INPHI AND INVESTORS AND SECURITY
HOLDERS OF MARVELL ARE URGED TO READ THE REGISTRATION STATEMENT,
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors, Marvell shareholders and Inphi stockholders may
obtain free copies of the definitive joint proxy
statement/prospectus and other documents that are filed or will be
filed with the SEC by Marvell, Inphi or MTI through the website
maintained by the SEC at www.sec.gov. The documents filed by
Marvell with the SEC also may be obtained free of charge at
Marvell's website at www.marvell.com or upon written
request to Marvell Technology Group Ltd. at 5488 Marvell Lane,
Santa Clara, CA 95054. The
documents filed by Inphi with the SEC also may be obtained free of
charge at Inphi's website at www.inphi.com or upon
written request to Inphi Corporation at 110 Rio Robles,
San Jose, California 95134.
Cautionary Statement Regarding Forward Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934, as amended, with respect to the proposed transaction between
Marvell, Inphi and MTI, including statements regarding the benefits
of the transaction, the anticipated timing of the transaction,
integration efforts related to the transaction, regulatory
approvals and the products and markets of each company. These
forward-looking statements generally are identified by the words
"believe," "project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "may," "should,"
"will," "would," "will be," "will continue," "will likely result"
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including,
but not limited to: the completion of the proposed transaction on
anticipated terms and timing or at all, including obtaining
shareholder and regulatory approvals, anticipated tax treatment,
unforeseen liabilities and other conditions to the completion of
the transaction; failure to realize the anticipated benefits of the
proposed transaction, including as a result of delay in completing
the transaction or our ability to integrate the businesses of
Marvell and Inphi or due to unexpected costs, liabilities
or delays; other factors impacting the semiconductor industry
such as supply chain disruptions or component shortages that may
impact the production of Marvell or Inphi products or may impact
the price of components which in turn may impact margins on any
impacted products and any constrained availability from other
electronic suppliers impacting Marvell or Inphi customers' ability
to ship their products, which in turn may adversely impact sales to
those customers; our ability to obtain or consummate financing or
any refinancing related to the transactions upon acceptable terms
or at all; risks related to the incurrence of indebtedness in
connection with the transaction; litigation relating to the
proposed transaction instituted against Marvell and Inphi and
their respective directors or officers; the risk that
disruptions from the proposed transaction will harm Marvell or
Inphi's business, including current plans and operations; the
ability of Marvell or Inphi to retain and hire key personnel; our
ability to protect our intellectual property; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; risks
relating to the value of the shares to be issued in the
transaction; risks associated with third party contracts containing
consent and/or other provisions that may be triggered by the
proposed transaction; the impact of public health crises, such as
pandemics (including the coronavirus ("COVID-19") pandemic) and
epidemics and any related company or government policies and
actions intended to protect the health and safety of individuals or
government policies or actions intended to maintain the functioning
of national or global economies and markets; risks related to the
impact on Marvell's and Inphi's business of the COVID-19 pandemic,
which have impacted, and may continue to impact, Marvell's and
Inphi's workforce and operations and the transportation and
manufacturing of Marvell's and Inphi's products; risks related to
the impact of the COVID-19 pandemic, which have impacted, and may
continue to impact the operations of Marvell's and Inphi's
customers, distributors, vendors, suppliers, and partners;
increased disruption and volatility in the capital markets and
credit markets as a result of the COVID-19 pandemic, which could
adversely affect Marvell's and Inphi's liquidity and capital
resources; the impact of the COVID-19 pandemic, or other future
pandemics, on the U.S. and global economies; disruptions caused by
the COVID-19 pandemic resulting in worker absenteeism, quarantines
and restrictions on Marvell's and Inphi's employees' ability to
work, innovate, collaborate, and travel; the effects that the
current credit and market conditions caused by, or resulting from,
the COVID-19 pandemic could have on the liquidity and financial
condition of Marvell's or Inphi's customers and suppliers,
including any impact on their ability to meet their contractual
obligations; legislative, regulatory and economic developments
affecting Marvell or Inphi's businesses; general economic and
market developments and conditions; the evolving legal, regulatory
and tax regimes under which Marvell, MTI and Inphi operate;
potential business uncertainty, including changes to existing
business relationships, during the pendency of the proposed
transaction that could affect Marvell's and/or Inphi's financial
performance; restrictions during the pendency of the proposed
transaction that may impact Marvell's or Inphi's ability to pursue
certain business opportunities or strategic transactions;
unpredictability and severity of catastrophic events, including,
but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as Marvell's and Inphi's response to any of
the aforementioned factors; the risk of downturns in the highly
cyclical semiconductor industry; failure to receive the approval of
the securityholders of Marvell and/or Inphi; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement. The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties that affect the
businesses of Marvell and Inphi described in the "Risk
Factors" section of their respective Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and other documents filed by
either of them from time to time with the SEC. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking
statements. Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and Marvell and Inphi assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise. Neither Marvell nor Inphi gives any
assurance that either Marvell or Inphi will achieve its
expectations.
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SOURCE Marvell