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Marvell 特别会议和 Inphi 特别会议将于 2021 年 4 月 15 日召开

Marvell 和 Inphi 董事会一致推荐各自的投资者和股东投票“赞成”批准合并以及“赞成”最终联合委托书/招股说明书中提出的其他提案

SANTA CLARA, Calif. and San Jose, Calif., March 24, 2021 /PRNewswire/: Marvell Technology Group Ltd.(NASDAQ: MRVL) (“Marvell”), a leader in infrastructure semiconductor solutions, and Inphi Corporation (NASDAQ: IPHI) (“Inphi”), a leader in high-speed data movement, have set a date for their shareholders and stockholders, respectively, to vote on the proposed acquisition of Inphi by Marvell. Marvell shareholders of record as of the close of business on February 25, 2021 will be entitled to vote at the General Meeting of Shareholders of Marvell (the “Marvell Special Meeting”), which will be held virtually on Thursday, April 15, 2021 at 2:00 p.m. Inphi stockholders of record as of the close of business on February 25, 2021 will be entitled to vote at the Special Meeting of Stockholders of Inphi Stockholder (the “Inphi Special Meeting”), which will be held on Thursday, April 15, 2021 at 10:00 a.m. Pacific Time, at Inphi’s headquarters, located at 110 Rio Robles, San Jose, California 95134.

Marvell and Inphi each filed the definitive joint proxy statement/prospectus with the U.S. Securities and Exchange Commission on March 11, 2021 in connection with the proposed transaction. The Marvell and Inphi Boards of Directors each unanimously recommends that respective shareholders and stockholders vote “FOR” the approval of the merger and “FOR” the other proposals set forth in the definitive joint proxy statement/prospectus, which has been distributed to all Marvell shareholders and Inphi stockholders entitled to vote as of the record date.

The merger will combine Marvell’s storage, networking, processor, and security portfolio, with Inphi’s leading electro-optics interconnect platform, to position the combined company for end-to-end technology leadership in data infrastructure. This transaction will expand the combined company’s addressable market, strengthen its customer base, and accelerate its leadership in hyperscale cloud data centers and 5G wireless infrastructure.

Marvell shareholders who need assistance completing the proxy card, need additional copies of the proxy materials, or have questions regarding the Marvell Special Meeting may contact Marvell’s proxy solicitors:

Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
Banks and brokers call: (212) 297-0720
Shareholders and all others call toll-free: (877) 869-0171
Email: info@okapipartners.com

Inphi stockholders who need assistance completing the proxy card, need additional copies of the proxy materials, or have questions regarding the Inphi Special Meeting may contact Inphi's proxy solicitors:

Mackenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
Telephone: (800) 322-2885
Banks and Brokers: (212) 929-5500
Email: proxy@mackenziepartners.com

关于 Marvell

Marvell 率先以超出想象的速度传输信息,从而为数字存储行业带来全新变革。 今天,突破性创新仍然是 Marvell 的存储、处理器、网络、安全和互联解决方案的核心。 凭借排名靠前的知识产权和深厚的系统级知识,Marvell 的半导体解决方案不断为企业、云、汽车、工业和消费类市场带来变革。 了解更多信息,请访问: www.marvell.com

Marvell 和 M 徽标是 Marvell 和/或其附属公司在美国和/或其他国家或地区的注册商标。 其他名称与品牌可能是其他方财产。

关于 Inphi

Inphi Corporation 公司是高速数据移动先进企业。 Inphi 可在遍布全球的数据中心之间以及数据中心内部高速移动海量数据。 Inphi 在信号完整性领域拥有专业知识,可以确保在众多距离应用场景下可靠、高速地移动数据。 视频流媒体、社交媒体、云端服务以及无线基础设施使得数据量以指数级激增,对速度的要求从未如此迫切。 这正是 Inphi 的用武之地。 客户依托 Inphi 的解决方案开发和构建面向未来的服务提供商和云服务基础设施以及数据中心。 To learn more about Inphi, visit www.inphi.com.

Inphi、Inphi 徽标和 Think fast 为 Inphi 的注册商标。 此处使用的所有其他商标均为其各自所有者的财产。

投资者请洽:
Marvell 投资者关系部:
Ashish Saran
408-222-0777
ir@Marvell.com

Inphi 公司联系信息:
Vernon P. Essi, Jr.
408-606-6524
investors@inphi.com

其他信息及获取方式

This document relates to a proposed transaction between Marvell and Inphi. In connection with the proposed transaction, on March 11, 2021, Marvell Technology, Inc. ("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 Marvell 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 Marvell 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, Marvell 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 Marvell, Inphi or MTI through the website maintained by the SEC at www.sec.gov. Marvell 向 SEC 提交的文件还可以通过 Marvell 网站 www.marvell.com 或通过向 Marvell Technology Group Ltd. 提出书面申请免费获取。书面申请的邮寄地址为:5488 Marvell Lane, Santa Clara, CA 95054。 Inphi 向 SEC 提交的文件还可以通过 Inphi 网站 www.inphi.com 或通过向 Inphi Corporation 提出书面申请免费获取。书面申请的邮寄地址为:110 Rio Robles, San Jose, California, 95134。

关于前瞻性声明的警示说明

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the proposed transaction between Marvell, 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. 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。 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 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 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 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; failure to receive the approval of the securityholders of Marvell and/or Inphi; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement. 上述内容并未尽数列举风险因素。 您应仔细考虑上述因素以及影响 Marvell 和 Inphi 业务的其他风险和不确定因素,这些风险和不确定因素在其各自 10-K 表格年度报告的“风险因素”部分、10-Q 表格的季度报告及其他不时向 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 和 Inphi 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 和 Inphi 双方均不提供任何有关 Marvell 或 Inphi 将达成预期成果的担保。