Form DEFA14A MARVELL TECHNOLOGY GROUP
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2019
MARVELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
22 Victoria Street
Hamilton HM 12
(Address of principal executive offices)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
|Common Shares||MRVL||The Nasdaq Stock Market, LLC|
Item 2.02 Results of Operations and Financial Condition.
The information in Item 2.02 of this Current Report, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing.
On May 6, 2019, Marvell Technology Group Ltd. (Marvell) issued a press release reporting its preliminary estimate of its first quarter fiscal 2020 revenue range. These preliminary financial results are based upon Marvells good faith estimates, are subject to completion of Marvells financial closing procedures, and may be subject to change. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
Item 8.01 Other Events.
On May 6, 2019, Marvell issued a press release announcing that it entered into a definitive merger agreement under which Marvell will acquire all outstanding shares of Aquantia Corp. (Aquantia) common stock. Under the terms of the agreement, Marvell will pay Aquantias stockholders $13.25 per share in cash. This price represents approximately $452 million in transaction value after adjusting for net cash on Aquantias balance sheet. Marvell intends to finance the transaction with cash on hand and revolver borrowings. The transaction is not subject to any financing condition and is expected to close by the end of the calendar year, subject to regulatory approval as well as other customary closing conditions, including the adoption by Aquantias stockholders of the merger agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
|99.1||Press Release dated May 6, 2019, titled Marvell to Acquire Aquantia Accelerating Ethernet Technology Leadership|
Cautionary Statement Regarding Forward Looking Statements
This Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by phrases such as Marvell believes, expects, anticipates, foresees, forecasts, estimates or other words or phrases of similar import. Similarly, statements herein that describe the proposed transaction with Aquantia are forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined companies or the price of Marvell or Aquantia stock. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: the ability of the parties to consummate the proposed transaction and the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals at all or in a timely manner; and the other risks and important factors contained and identified in Marvells most recent Annual Report on Form 10-K or Aquantias most recent Quarterly Report on Form 10-Q, and other Securities and Exchange Commission filings of the companies, that could cause actual results to differ materially from the forward-looking statements. The forward-looking statements included in this Form 8-K are made only as of the date of this Form 8-K. Neither Marvell nor Aquantia undertakes any obligation to update the forward-looking statements to reflect subsequent events or circumstances.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 6, 2019
|MARVELL TECHNOLOGY GROUP LTD|
|By:||/s/ Mitchell Gaynor|
Executive Vice President, Chief Administration
and Legal Officer and Secretary
Marvell to Acquire Aquantia - Accelerating
Ethernet Technology Leadership
Positions Marvell to Further Capitalize on Automotive In-Vehicle Networking
Strengthens Multi-Gig Ethernet Portfolio for Enterprise Infrastructure, Data Center and Access
Highly Complementary Transaction; Immediately Accretive to Marvells Non-GAAP EPS
SANTA CLARA, Calif. and SAN JOSE, Calif., May 6, 2019 /PRNewswire/: Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in infrastructure semiconductor solutions, and Aquantia, Corp. (NYSE: AQ), a leader in Multi-Gig Ethernet connectivity, today announced a definitive agreement, approved by the boards of directors of both companies, under which Marvell will acquire all outstanding shares of Aquantia common stock in exchange for consideration of $13.25 per share in cash.
The acquisition of Aquantia complements Marvells portfolio of copper and optical physical layer product offerings and extends its position in the Multi-Gig 2.5G/5G/10G Ethernet segments. In particular, Aquantias innovative Multi-gig automotive PHYs, coupled with Marvells industry-leading gigabit PHY and secure switch products, creates the broadest and most advanced range of high-speed in-car networking solutions in the world. This unique combination accelerates Marvells vision for the future of automotive networking with speeds necessary to enable level 4 and 5 autonomous driving.
As the automotive industry increasingly adopts Ethernet in-vehicle networks for mainstream models, the number of related ports is expected to grow dramatically at a 62% annualized growth trajectory, from 53 million in 2018 to 367 million by 20221.
Our acquisition of Aquantia will fuel Marvells leadership in the transformation of the in-car network to high-speed Ethernet over the next decade, said Matt Murphy, president and CEO of Marvell. At the same time, Aquantia extends our reach in the rapidly emerging Multi-Gig segment of network infrastructure and creates a leading end-to-end Ethernet connectivity portfolio.
Marvell and Aquantia share a vision where the network whether in an autonomous vehicle, an enterprise application or in cloud infrastructure can seamlessly power the data economy, said Faraj Aalaei, chairman and CEO of Aquantia. This is a fantastic opportunity as our customers will benefit from Marvells global scale and expanding footprint in Multi-Gig network applications.
The transaction is expected to be immediately accretive to Marvells non-GAAP earnings per share and generate significant annual run-rate synergies of $40 million to be realized within 12 months after the transaction closes.
1Source: Strategy Analytics
Transaction Structure and Terms
Under the terms of the definitive agreement, Marvell will pay Aquantias stockholders $13.25 per share in cash. This represents approximately $452 million in transaction value after adjusting for net cash on Aquantias balance sheet. Marvell intends to finance the transaction with cash on hand and revolver borrowings. The transaction is not subject to any financing condition and is expected to close by the end of CY2019, subject to regulatory approval as well as other customary closing conditions, including the adoption by Aquantias stockholders of the merger agreement.
In connection with the execution of the definitive agreement, certain stockholders of Aquantia, together holding approximately 17 percent of the outstanding shares of common stock of Aquantia, have agreed to vote their shares in favor of the transaction under a voting and support agreement.
Marvell Preliminary First Fiscal Quarter 2020 Results
Based on preliminary financial information, Marvell expects its first quarter revenue to be in the range of $650 million +/- 3%, the same range as guided on March 7, 2019. Further information regarding first fiscal quarter results will be released on May 30 at 1:45 p.m. Pacific Time. This update is an estimate, based on information available to management as of the date of this release, and may be subject to further changes upon completion of Marvells standard quarter closing procedures. This update does not present all necessary information for an understanding of Marvells financial condition as of May 4, 2019, or its results of operations for the quarter ended May 4, 2019.
Call/Webcast to Discuss Transaction
Interested parties may join a conference call Monday, May 6, 2019 at 6:00 a.m. Pacific Time to discuss the transaction by dialing 1 (844) 647-5488 in the U.S. or +1 (615) 247-0258 internationally, with the conference ID 7355589. A webcast of the call can be accessed by visiting Marvells investor relations website. A replay will be available until Monday, May 13, 2019 by dialing 1 (855) 859-2056, replay ID 7355589.
Additional Information and Where to Find It
Aquantia intends to file with the Securities and Exchange Commission (the SEC) a proxy statement in connection with the proposed transaction with Marvell. The definitive proxy statement will be distributed to the stockholders of Aquantia and will contain important information about the proposed transaction and related matters. SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The proxy statement and other relevant materials (when they become available), and any other documents filed by Aquantia with the SEC, may be obtained free of charge at the SECs website, at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from Aquantia by contacting Investor Relations by mail at Aquantia Corp., 91 E. Tasman Dr. Suite 100, San Jose, CA 95134, Attn: Investor Relations Department, or by telephone at (650) 815-1239.
Participants in the Solicitation
Aquantia and Marvell and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Aquantia stockholders in connection with the proposed transaction. Information about Aquantias directors and executive officers in the proposed transaction will be included in the proxy statement described above. Information about Marvells directors and executive officers is set forth in Marvells proxy statement for its 2018 Annual Meeting of Shareholders filed with the SEC on May 28, 2018, Item 5.02 of its Current Report on Form 8-K filed on July 6, 2018 and its Annual Report on Form 10-K for the year ended February 2, 2019, filed on March 28, 2019. These documents are available free of charge at the SECs web site at www.sec.gov and by going to Aquantias Investor Relations page on its corporate web site at www.Aquantia.com or by going to Marvells Investor Relations page on its corporate web site at www.marvell.com.
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 companys storage, processing, networking, security and connectivity solutions. With leading intellectual property and deep system-level knowledge, Marvells 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 US and/or elsewhere. Other names and brands may be claimed as the property of others.
Aquantia is a leader in the design, development and marketing of advanced, high-speed communications ICs for Ethernet connectivity in the Data Center, Enterprise Infrastructure, Access and Automotive markets. Aquantias products are designed to cost-effectively deliver leading-edge data speeds for use in the latest generation of communications infrastructure to alleviate network bandwidth bottlenecks caused by the growth of global IP traffic. Aquantia is located in Silicon Valley. To learn more, visit: www.Aquantia.com.
Cautionary Statement Regarding Forward Looking Statements
This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Marvell and Aquantia, including statements regarding the benefits of the transaction and expected synergies, the anticipated timing of the transaction and the products and markets of each company and statements regarding Marvells
expectations regarding its first quarter of fiscal 2020 revenue outlook. 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: (i) the risk that the transaction may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of Aquantia and the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the transaction on Aquantias business relationships, operating results, and business generally, (v) risks that the proposed transaction disrupts current plans and operations of Aquantia or Marvell and potential difficulties in Aquantia employee retention as a result of the transaction, (vi) risks related to diverting managements attention from Aquantias ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against Marvell or against Aquantia related to the merger agreement or the transaction, (viii) the ability of Marvell to successfully integrate Aquantias operations and product lines, (ix) the ability of Marvell to implement its plans, forecasts, and other expectations with respect to Aquantias business after the completion of the proposed transaction and realize the anticipated synergies and cost savings in the time frame anticipated or at all, (x) the risk of downturns in the highly cyclical semiconductor industry, and (xi) Marvells or Aquantias failure to achieve expected revenues and forecasted demand from customers. 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 Aquantia 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 Aquantia 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 Aquantia gives any assurance that either Marvell or Aquantia will achieve its expectations.
Marvell Investor Relations:
Aquantia Corporate Communications: