SANTA CLARA, Calif., April 15,
2021 /PRNewswire/ -- Marvell Technology Group Ltd.
(NASDAQ: MRVL) ("Marvell") announced that its shareholders have
voted to approve the previously announced proposed acquisition of
Inphi Corporation, Inc. (NASDAQ: IPHI) and also Marvell's proposal
to reorganize so that the combined company will be domiciled in
the United States. In a
preliminary count of the voting results from today's meeting of
shareholders, more than 99 percent of votes represented in person
or by proxy were voted in favor of approving these proposals. At a
meeting held today prior to the Marvell shareholder vote, Inphi
Corporation shareholders voted to approve the merger with Marvell.
Marvell expects the transaction to close on or around April 20, 2021, subject to customary closing
conditions.
The final voting results on all agenda items for each company's
special meeting will be disclosed in separate Current Reports on
Form 8-K to be filed with the Securities and Exchange
Commission.
About Marvell
To deliver the data infrastructure technology that connects the
world, we're building solutions on the most powerful foundation:
our partnerships with our customers. Trusted by the world's leading
technology companies for 25 years, we move, store, process and
secure the world's data with semiconductor solutions designed for
our customers' current needs and future ambitions. Through a
process of deep collaboration and transparency, we're ultimately
changing the way tomorrow's enterprise, cloud, automotive, and
carrier architectures transform—for the better.
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.
Investor Contacts:
Marvell Investor Relations:
Ashish Saran
408-222-0777
ir@Marvell.com
Cautionary Statement Regarding Forward Looking
Statements
This press release contains forward-looking statements with
respect to the proposed transaction between Marvell, Inphi and
Marvell Technology, Inc. ("MTI"), including statements regarding
the anticipated timing of the closing of the transaction. 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, 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's 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's 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; and 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 Marvell's
business described in the "Risk Factors" section of its Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and other
documents filed by Marvell 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 assumes no obligation and does not intend
to update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise. Marvell
gives no assurance that Marvell will achieve its expectations.
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SOURCE Marvell