Santa Clara, California, April 5, 2021 – 拉斯维加斯网站3499 Technology Group Ltd. (NASDAQ: MRVL) (“拉斯维加斯网站3499”) announced today that its wholly owned subsidiary, 拉斯维加斯网站3499 Technology, Inc. (“MTI”), priced an offering of: (i) $500,000,000 aggregate principal amount of 1.650% Senior Notes due 2026, (ii) $750,000,000 aggregate principal amount of 2.450% Senior Notes due 2028 and (iii) $750,000,000 aggregate principal amount of 2.950% Senior Notes due 2031 (collectively, the “Notes,” and such offering, the “Notes Offering”). The Notes Offering is being conducted pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) to purchasers in the United States and pursuant to Regulation S under the Securities Act to purchasers outside of the United States. The Notes Offering is expected to close on or about April 12, 2021, subject to customary closing conditions
The Notes Offering is being conducted in connection with the previously announced proposed acquisition of Inphi Corporation (“Inphi”), which is currently expected to close in April 2021, pending approval by Inphi’s stockholders and 拉斯维加斯网站3499’s shareholders, as well as satisfaction of customary closing conditions. Pursuant to the Agreement and Plan of Merger and Reorganization, dated October 29, 2020 (the “Merger Agreement”), by and among 拉斯维加斯网站3499, MTI, Maui Acquisition Company Ltd, a Bermuda exempted company and a wholly owned subsidiary of MTI (“Bermuda Merger Sub”), Indigo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of MTI (“Delaware Merger Sub”), and Inphi, a Delaware corporation, (i) Bermuda Merger Sub will be merged with and into 拉斯维加斯网站3499 (the “Bermuda Merger”), with 拉斯维加斯网站3499 continuing as a wholly owned subsidiary of MTI; and (ii) Delaware Merger Sub will be merged with and into Inphi (the “Delaware Merger” and, together with the Bermuda Merger, the “Mergers”), with Inphi continuing as a wholly owned subsidiary of MTI. MTI intends to use the net proceeds of the Notes Offering to fund a portion of the aggregate cash portion of the merger consideration payable to Inphi stockholders in connection with the Mergers and to pay related fees and expenses. MTI expects to use any remaining net proceeds from the Notes Offering for general corporate purposes. If (i) the Mergers have not been consummated on or prior to June 29, 2021 (or such later date as the parties may designate in accordance with the Merger Agreement, up to March 1, 2022) or (ii) prior to such date, MTI notifies the trustee that MTI and 拉斯维加斯网站3499 will not pursue the consummation of the Mergers, then MTI will be required to redeem each series of the Notes then outstanding at a special mandatory redemption price.
The Notes have not been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, the Notes in any jurisdiction in which the offer, solicitation or sale of the Notes would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
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.
拉斯维加斯网站3499 and the M logo are registered trademarks of 拉斯维加斯网站3499 and/or its affiliates in the United States and/or elsewhere. Other names and brands may be claimed as the property of others.
拉斯维加斯网站3499 Investor Relations:
Additional Information and Where to Find It
This press release relates to a proposed transaction between 拉斯维加斯网站3499 and Inphi. In connection with the proposed transaction, on March 11, 2021, 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 拉斯维加斯网站3499 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 拉斯维加斯网站3499 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, 拉斯维加斯网站3499 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 拉斯维加斯网站3499, Inphi or MTI through the website maintained by the SEC at www.sec.gov. The documents filed by 拉斯维加斯网站3499 with the SEC also may be obtained free of charge at 拉斯维加斯网站3499’s website at www.marvell.com or upon written request to 拉斯维加斯网站3499 Technology Group Ltd. at 5488 拉斯维加斯网站3499 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. Information available on, or accessible through, their respective websites is not incorporated by reference herein.
Cautionary Statement Regarding Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the proposed transaction between 拉斯维加斯网站3499, 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 拉斯维加斯网站3499 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 拉斯维加斯网站3499 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 拉斯维加斯网站3499 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 拉斯维加斯网站3499 and Inphi and their respective directors or officers; the risk that disruptions from the proposed transaction will harm 拉斯维加斯网站3499’s or Inphi’s business, including current plans and operations; the ability of 拉斯维加斯网站3499 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 拉斯维加斯网站3499’s and Inphi’s business of the COVID-19 pandemic, which have impacted, and may continue to impact, 拉斯维加斯网站3499’s and Inphi’s workforce and operations and the transportation and manufacturing of 拉斯维加斯网站3499’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 拉斯维加斯网站3499’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 拉斯维加斯网站3499’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 拉斯维加斯网站3499’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 拉斯维加斯网站3499’s or Inphi’s customers and suppliers, including any impact on their ability to meet their contractual obligations; legislative, regulatory and economic developments affecting 拉斯维加斯网站3499’s or Inphi’s businesses; general economic and market developments and conditions; the evolving legal, regulatory and tax regimes under which 拉斯维加斯网站3499, MTI and Inphi operate; potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect 拉斯维加斯网站3499’s and/or Inphi’s financial performance; restrictions during the pendency of the proposed transaction that may impact 拉斯维加斯网站3499’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 拉斯维加斯网站3499’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 拉斯维加斯网站3499 and/or Inphi; 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 拉斯维加斯网站3499’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 拉斯维加斯网站3499 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 拉斯维加斯网站3499 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. 拉斯维加斯网站3499 gives no assurance that 拉斯维加斯网站3499 will achieve its expectations.