Marvell Technology Group Ltd. Announces Commencement of Exchange Offers and Consent Solicitations for Senior Notes

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[{"type":"text","content":"SANTA CLARA, Calif., April 5, 2021 /PRNewswire/ -- Marvell Technology Group Ltd. (NASDAQ: MRVL) (\"Marvell\") announced today that its wholly owned subsidiary, Marvell Technology, Inc. (\"MTI\"), commenced private exchange offers to certain eligible holders (each, an \"Exchange Offer,\" and collectively, the \"Exchange Offers\") for: (i) any and all outstanding 4.200% Senior Notes due 2023 issued by Marvell (the \"Marvell 2023 Notes\") for up to an aggregate principal amount of $500.0 million of new 4.200% Senior Notes due 2023 issued by MTI (the \"MTI 2023 Notes\") and (ii) any and all outstanding 4.875% Senior Notes due 2028 issued by Marvell (the \"Marvell 2028 Notes\" and, together with the Marvell 2023 Notes, the \"Marvell Notes\") for up to $500.0 million of new 4.875% Senior Notes due 2028 issued by MTI (the \"MTI 2028 Notes\" and, together with the MTI 2023 Notes, the \"MTI Notes\"). \nThe Exchange Offers are 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 Marvell'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 Marvell, 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 Marvell (the \"Bermuda Merger\"), with Marvell 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. \nThe following table sets forth the Exchange Consideration (as defined below), Early Participation Premium (as defined below) and Total Consideration (as defined below) for each series of Marvell Notes:\nAggregate \nPrincipal \nAmount\nSeries\nof Marvell Notes\nCUSIP/ISIN \nSeries of \nMTI Notes\nExchange\nConsideration(1)\nEarly\nParticipation\nPremium(3)\nTotal\nConsideration(4...

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