Inphi Corporation Announces Final Results of Its 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., June 2, 2021 /PRNewswire/ -- Inphi Corporation (“Inphi”), a wholly-owned subsidiary of Marvell Technology Inc. (NASDAQ: MRVL) (“MTI”), announced today the final results of its 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, the “2021 Indenture”), among Inphi, as issuer, MTI, as guarantor, and Wells Fargo Bank, National Association, as trustee, governing the 2021 Notes, and (ii) the Indenture, dated as of April 24, 2020 (as amended, the “2025 Indenture”), among Inphi, as issuer, MTI, as guarantor, and U.S. Bank National Association, as trustee, governing the 2025 Notes. The tender offers expired at 12:00 midnight, New York City time, at the end of the day on June 1, 2021 (the “Expiration Date”).
The trustee, paying agent and conversion agent for the 2021 Notes, Wells Fargo Bank, National Association (the “2021 Notes Trustee”), and the trustee, paying agent and conversion agent for the 2025 Notes, U.S. Bank National Association (the “2025 Notes Trustee” and, together with the 2021 Notes Trustee, the “Trustees”), have advised the Company that none of the 2021 Notes and none of the 2025 Notes were validly tendered pursuant to the tender offers.
As previously announced, 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, constituted a Fundamental Change and a Make-Whole Fundamental Change under each of the Indentures and holders of the Notes, therefore, had the right to convert their Notes in whole or in part (in a principal amount of $1,000 or an integral multiple thereof) during the period from the Merger Date to the close of business on June 1, 2021 (the “Make-Whole Convertibility Period”) into 2.323 shares of common stock, $0.002 par value per share, of MTI (each, an “MTI Share”) and $66.00 in cash, without interest, plus cash in lieu of any fractional MTI Shares (the “Merger Consideration”) at the applicable increased conversion rate. Specifically, during the Make-Whole Convertibility Period, each 2021 Note was 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 was convertible into $567.27 in cash and 19.9662 MTI Shares, with cash paid in lieu of any fractional share. The Make-Whole Convertibility Period has now expired.
If a holder of the 2021 Notes failed to exercise its conversion right during the Make-Whole Convertibility Period, such holder will continue to be entitled to convert their 2021 Notes into 41.2351 MTI Shares and $1,171.55 in cash (such amounts calculated by multiplying the conversion rate in effect immediately prior to the closing of the Delaware Merger times the Merger Consideration) up until the close of business on the second Scheduled Trading Day (as such term as defined in the 2021 Indenture) immediately preceding the maturity date of the 2021 Notes in accordance with the terms of the 2021 Indenture. However, such holder will no longer be entitled to receive the increased conversion rate referenced above resulting from the Delaware Merger constituting a Make-Whole Fundamental Change.
If a holder of the 2025 Notes failed to exercise its conversion right during the Make-Whole Convertibility Period, such holder will no longer be entitled to convert its 2025 Notes as a result of the Delaware Merger constituting a Fundamental Change or Make-Whole Fundamental Change, and will no longer be entitled to the increased conversion rate referenced above. The 2025 Notes, however, will continue to be convertible until June 30, 2021 in accordance with Section 14.01(b)(iv) of the 2025 Indenture as a result of the Last Reported Sale Price (as defined in the 2025 Indenture) of Inphi’s common stock having exceeding $162.3802 (130% of the then-applicable conversion price of $124.91) for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of Inphi’s calendar quarter ended March 31, 2021. Accordingly, Holders of the 2025 Notes may continue to surrender them for conversion into 18.5977 MTI Shares and $528.39 in cash (such amounts calculated by multiplying the conversion rate in effect immediately prior to the closing of the Delaware Merger times the Merger Consideration) during the calendar quarter (and only during such calendar quarter) commencing on April 1, 2021 and ending on June 30, 2021. After June 30, 2021, holders of the 2025 Notes will need to wait until the occurrence of another event giving rise to the right to convert their 2025 Notes in accordance with the terms of the 2025 Indenture.
As of the close of business on June 1, 2021, $115,000 aggregate principal amount of 2021 Notes remain outstanding and $3,000 aggregate principal amount of 2025 Notes remain outstanding, in each case after giving effect to any Notes for which the holder has delivered an irrevocable notice of conversion.
For questions and information concerning the tender offer for the 2021 Notes, please call the 2021 Notes Trustee toll-free at (800) 344-5128. For questions and information concerning the tender offer for the 2025 Notes, please call the 2025 Notes Trustee 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。
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
