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Silicon Motion Terminates Merger Agreement with MaxLinear and Intends to Pursue Substantial Damages in Excess of the Agreement’s Termination Fee Due to MaxLinear’s Willful and Material Breaches of the Merger Agreement
Will Proceed with Arbitration in the Singapore International Arbitration Centre, as Dictated by the Parties’ Merger Agreement Notified MaxLinear of its
About this update from Maxlinear, Inc
[{"type":"text","content":"Will Proceed with Arbitration in the Singapore International Arbitration Centre, as Dictated by the Parties’ Merger Agreement Notified MaxLinear of its Position that MaxLinear’s Willful and Material Breaches of the Merger Agreement Prevented the Merger from Being Completed by the Outside Date TAIPEI, Taiwan and MILPITAS, Calif., Aug. 16, 2023 (GLOBE NEWSWIRE) -- Silicon Motion Technology Corporation (NASDAQGS: SIMO) (“Silicon Motion” or the “Company”) today issued a written notice to MaxLinear, Inc. (NASDAQGS: MXL) (“MaxLinear”), terminating the Agreement and Plan of Merger between the parties dated as of May 5, 2022 (the “Merger Agreement”1). Silicon Motion’s position is that MaxLinear’s Willful and Material Breaches (as such term is defined in the Merger Agreement) of the Merger Agreement prevented the merger from being completed by August 7, 2023 (the “Outside Date”). Silicon Motion reserves all of its contractual, legal, equitable, and other rights under the Merger Agreement and otherwise, including but not limited to the right to hold MaxLinear liable for substantial money damages, well in excess of the termination fee as provided in the Merger Agreement, suffered by Silicon Motion as a result of MaxLinear’s Willful and Material Breaches of the Merger Agreement. Pursuant to Section 7.1(d) of the Merger Agreement, the Company has the right to terminate the Merger Agreement if the completion of the merger contemplated by the Merger Agreement (the “Merger”) did not occur on or before the “Outside Date”. Tim Gardner, partner of Weil, Gotshal & Manges LLP, counsel to the Company, commented as follows: “MaxLinear’s purported termination of its Merger Agreement with Silicon Motion will be the subject of an arbitration for substantial damages in the Singapore International Arbitration Centre, as provided under the parties’ agreement. MaxLinear’s professed reason for terminating the agreement – that Silicon Motion suffered a Material Adverse Effect (“MAE”) – is a pretext and has been rejected in case after case under Delaware law, which governs the MAE issue, where buyers have sought to back out of merger agreements at the eleventh hour. The damages Silicon Motion will seek to recover far exceed the termination fee.” The Company also announced that it intends to resume its policy of declaring and paying dividends on an annual basis,...