Inphi Corporation Announces Offers to Purchase Any and All of its Outstanding 0.75% Convertible Senior Notes due 2021 and 0.75% Convertible Senior Notes due 2025
SANTA CLARA, Calif., May 3, 2021 /PRNewswire/ -- Inphi Corporation (“Inphi”), a wholly-owned subsidiary of Marvell Technology Inc. (NASDAQ: MRVL) (“MTI”), today announced that it has commenced tender offers to repurchase any and all of its outstanding 0.75% Convertible Senior Notes due 2021 (the “2021 Notes”) and 0.75% Convertible Senior Notes due 2025 (the “2025 Notes” and, together with the 2021 Notes, the “Notes”) in compliance with the terms of (i) the Indenture, dated as of September 12, 2016 (as amended and supplemented, the “2021 Notes Indenture”), among Inphi, MTI and Wells Fargo Bank, National Association, as trustee, governing the 2021 Notes, and (ii) the Indenture, dated as of April 24, 2020 (as amended and supplemented, the “2025 Notes Indenture” and, together with the 2021 Notes Indenture, the “Indentures”), among Inphi, MTI and U.S. Bank National Association, as trustee, governing the 2025 Notes. The tender offers are required to be made under the Indentures as a result of the consummation on April 20, 2021 (the “Merger Date”) of the merger of Indigo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of MTI, with and into Inphi (the “Delaware Merger”), with Inphi continuing as a wholly owned subsidiary of MTI.
Under the terms of the Indentures, the Delaware Merger constituted a Fundamental Change and a Make-Whole Fundamental Change (such terms as defined in each of the Indentures), and holders of the Notes, therefore, have the right to require Inphi to repurchase all or a portion of their Notes at a purchase price equal to 100% of the aggregate principal amount of their Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date (as defined below).
As previously announced on the Merger Date, as a result of the Delaware Merger, holders also have the right to convert their Notes in whole or in part (in a principal amount of $1,000 or an integral multiple thereof) into the merger consideration and, during the period from the Merger Date to the close of business on June 1, 2021 (the “Make-Whole Convertibility Period”), at the applicable increased conversion rate. Specifically, during the Make-Whole Convertibility Period, each 2021 Note will be convertible into $1,171.65 in cash and 41.2384 MTI Shares, with cash paid in lieu of any fractional share, and each 2025 Note will be convertible into $567.27 in cash and 19.9662 MTI Shares, with cash paid in lieu of any fractional share.
Tenders of the Notes in connection with the tender offers must be made prior to the expiration of the applicable tender offer and may be withdrawn at any time prior to the expiration of the applicable tender offer through compliance with the proper withdrawal procedure outlined in the offer to purchase for the applicable series of Notes (each an “Offer to Purchase” and together, the “Offers to Purchase”).
The tender offers will commence tomorrow, May 4, 2021, and will expire at 12:00 midnight, New York City time, at the end of the day on June 1, 2021. The repurchase date for any Notes tendered pursuant to the tender offers will be June 2, 2021 (the “Fundamental Change Repurchase Date”).
None of MTI, Inphi, their respective boards of directors, or the trustees, paying agents and conversion agents for the Notes and the respective tender offers, is making any recommendation to noteholders as to whether to tender or refrain from tendering their Notes in the tender offers. Noteholders must decide how many Notes they will tender, if any. The terms and conditions of the tender offers are described in the Offers to Purchase distributed to holders of the Notes.
The trustee, paying agent and conversion agent for the tender offer for the 2021 Notes (the “2021 Notes Tender Offer”) is Wells Fargo Bank, National Association. The trustee, paying agent and conversion agent for the tender offer for the 2025 Notes (the “2025 Notes Tender Offer”) is U.S. Bank National Association. The Offers to Purchase will be distributed tomorrow to noteholders of record and also will be made available for distribution to beneficial owners of the Notes. For questions and information concerning the 2021 Notes Tender Offer, please call the 2021 Notes paying agent toll-free at (800) 344-5128. For questions and information concerning the 2025 Notes Tender Offer, please call the 2025 Notes paying agent toll-free at (651) 466-6619.
本新闻稿不应当构成销售要约或购买任何证券的要约邀请，或者，在上述要约、要约邀请或销售在任何辖区内被视为非法的情况下，不得在这些管辖区内发行或销售证券。The tender offers are being made only pursuant to the Offers to Purchase and related materials that Inphi will distribute to holders of the Notes after Inphi files with the Securities and Exchange Commission its Schedule TO and Offers to Purchase. Holders of the Notes should read carefully the applicable Offer to Purchase and related materials because they contain important information, including the various terms of, and conditions to, the applicable tender offer. After Inphi files its Schedule TO and Offers to Purchase with the Securities and Exchange Commission on May 4, 2021, holders of the Notes may obtain a free copy of the tender offer statement on Schedule TO, the Offers to Purchase and other documents that Inphi will be filing with the Securities and Exchange Commission at the Commission’s website at www.sec.gov or by contacting Wells Fargo Bank, National Association, the trustee, paying agent and conversion agent for the 2021 Notes Tender Offer at (800) 344-5128 or U.S. Bank National Association, the trustee, paying agent and conversion agent for the 2025 Notes Tender Offer at (651) 466-661. Holders of the Notes are urged to carefully read these materials prior to making any decision with respect to the applicable tender offer.
关于前瞻性声明的警示说明
本新闻稿包含若干前瞻性声明。 这些前瞻性声明通常用“相信”、“预计”、“期望”、“预期”、“估计”、“打算”、“策略”、“未来”、“机会”、“计划”、“可能”、“应该”、“会”、“将”、“将会”、“将继续”、“可能会导致”以及类似的表达方式。 前瞻性声明是基于当前预期和假设对未来事件的预测、预估和其他声明，因此会受到风险和不确定性的影响。 许多因素有可能导致实际发生的未来事件与本新闻稿中的前瞻性声明存在重大出入，包括但不限于： MTI’s failure to realize the anticipated benefits of the transaction, including as a result of its ability to integrate the businesses of Marvell and Inphi or due to unexpected costs, liabilities or delays related to such integration; MTI’s ability to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from the completion of the transaction; risks associated with third party contracts containing consent and/or other provisions that may be triggered by the transaction; the impact of public health crises, such as pandemics (including coronavirus (COVID-19)) 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; legislative, regulatory and economic developments affecting MTI’s business; general economic and market developments and conditions including disruptions in MTI’s supply chain or in the supply chains of its customers or suppliers; the evolving legal, regulatory and tax regimes under which MTI operates; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as MTI’s response to any of the aforementioned factors. 上述内容并未尽数列举风险因素。 您应仔细考虑上述风险因素以及与本次交易和合并后公司有关的其他风险，这些风险在联合股东委托书/招股说明书中的“风险因素”部分均有描述， 与本次交易有关的联合股东委托书/招股说明书已经向美国证券交易委员会（简称“SEC”）报备；另外，您还需要仔细考虑影响 Inphi 业务的风险和不确定因素，这些风险和不确定因素在 Inphi 新发布的 10-K 表格年度报告的“风险因素”部分以及其他由 MTI、Marvell 或 Inphi 不时向 SEC 报备的文件中均有描述。 这些文件确定并列举出可能导致实际事件及结果与前瞻性声明存在差异的其他重要风险和不确定因素。 前瞻性声明仅在发表当日有效。 谨提醒读者不要过分依赖前瞻性声明，Marvell 不承担任何责任义务，也不会因新消息、未来事件或其他原因而更新或修改这些前瞻性声明。 Marvell 不提供任何将达成预期成果的担保。
媒体联系方式：
MTI 投资者关系部：
Ashish Saran
408-222-0777
ir@marvell.com
