Marvell Technology, Inc. · NASDAQ:MRVL

Marvell Technology — Merger or Acquisition (October 2020)

23 slides from Marvell Technology's merger presentation, Oct 29, 2020

1. Slide 1: Marvell acquiring Inphi

   Marvell acquiring Inphi Accelerating growth and leadership in cloud and 5G October 29, 2020

2. Slide 2: Important Information for Investors and Shareholders

   Important Information for Investors and Shareholders Cautionary Statement Regarding Forward Looking Statements This presentation contains certain 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

3. Slide 3: Important Information for Investors and Shareholders

   Important Information for Investors and Shareholders No Offer or Solicitation This presentation is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor sh

4. Slide 4: Strategic rationale: Accelerates growth and leadership in cloud and 5G

   Strategic rationale: Accelerates growth and leadership in cloud and 5G Extends Marvell’s vision to Move, Store, Process, and Secure the world’s data Expands Marvell addressable market to $23B and accelerates market growth to 12% CAGR Creates industry leading high-speed data interconnect platform: co

5. Slide 5: Marvell and Inphi share a vision of data infrastructure

   Marvell and Inphi share a vision of data infrastructure We develop and deliver Inphi is the leader in data semiconductor solutions that movement interconnects between move, store, process and secure and inside data centers. We move the world’s data faster and big data fast, around the globe, more re

6. Slide 6: Inphi: A global leader in high-speed data movement interconnects

   Inphi: A global leader in high-speed data movement interconnects Mission critical technology for cloud, 5G, and telecom networks  Critical enabler for high bandwidth, low power solutions for cloud and telecom 40% CAGR  Undisputed leader in PAM4 electro-optics, key technology for cloud data centers

7. Slide 7: Inphi leads in high-speed data movement interconnect

   Inphi leads in high-speed data movement interconnect Compute Networking Interconnect 100110 101011 CPU GPU DPU Switching, Routing, NIC Analog, DSP, Optics Storage Storage, Memory © 2020 Marvell confidential. All rights reserved. 7

8. Slide 8: Highly complementary portfolio expands SAM, accelerates growth

   Highly complementary portfolio expands SAM, accelerates growth Marvell stand alone Marvell and Inphi combined 12% 9% CAGR CAGR $23B $20B $3 Inphi $17B 50% $16B $1 $11 Wireless, $11 Wireless, 16% Cloud, Auto 16% Cloud, Auto $7 $7 Enterprise, Enterprise, 2% Wired, 2% Wired, $7 $8 Industrial $7 $8 Indu

9. Slide 9: End-to-end portfolio of high-speed data interconnect

   End-to-end portfolio of high-speed data interconnect Enterprise Automotive Data Center Carrier Storage, compute, networking Copper Optical 1-25Gbps copper interconnect 25-800Gbps+ electro-optics interconnect © 2020 Marvell confidential. All rights reserved. 9

10. Slide 10: Expands Marvell's $100M+ customer base in networking and cloud

    Expands Marvell’s $100M+ customer base in networking and cloud FY18 FY21 1-2 years Consumer Storage Networking and cloud Wireless 5 9 13 17 Marvell + Inphi © 2020 Marvell confidential. All rights reserved. 10

11. Slide 11: Best combined technology platform and scale to invest

    Best combined technology platform and scale to invest Marvell + Inphi Cost 5nm 7nm 16nm 28nm Scale Broad & scarce IP platform Scale to invest in performance & for high-speed networking power for next gen infrastructure © 2020 Marvell confidential. All rights reserved. 11

12. Slide 12: Accelerates Marvell's strategic growth drivers

    Accelerates Marvell’s strategic growth drivers 5G wireless Cloud data infrastructure centers  Marvell leads with base station compute  Inphi leads with electro-optics interconnect ‒ Compute sets the bandwidth bar and cadence ‒ Inside and between cloud data centers ‒ Optical fabric sets the bandwid

13. Slide 13: In 5G networks, compute power limits bandwidth

    In 5G networks, compute power limits bandwidth, defines the architecture, sets the cadence Marvell Radio Unit Baseband Unit Central Unit 5G RAN Fronthaul Midhaul Backhaul Inphi © 2020 Marvell confidential. All rights reserved. 13 Opportunity

14. Slide 14: In cloud data centers, electro-optics interconnect limits bandwidth

    In cloud data centers, electro-optics interconnect limits bandwidth, defines the architecture, sets the cadence Inside Between data centers data centers The Data Center is the Computer® & The Cloud is the Network® © 2020 Marvell confidential. All rights reserved. 14

15. Slide 15: Combined technology and customization capability aligned to cloud opportunity

    Combined technology and customization capability perfectly aligned to the future cloud opportunity Marvell infrastructure platform Inphi interconnect platform Combined custom & ASIC scale Storage Compute Silicon Marvell Photonics and Coherent DSP Partner Driver Product Optics Networking Security PAM

16. Slide 16: Best-in-Class Financial Model

    Best-in-Class Financial Model Long Term Target Marvell Inphi Pro Forma Marvell + Inphi (in $ millions) LQA as of LQA as of (w/synergy) 7/31/2020 9/30/2020 (excl. synergies) • Sustainable Revenue $2,909 $723 $3,632 12-16% CAGR and growing revenue Gross Margin* 63.3% 64.2% 63.5% 64-66% • PF operating

17. Slide 17: Transaction Summary

    Transaction Summary  $66 per share in cash; and Transaction  2.323x shares of stock of the combined company for each share of Inphi common stock 1 Consideration  Upon closing, approximately 17% of the common stock of the combined company will be held by Inphi shareholders on a fully-diluted basis

18. Slide 18: Transaction Financing and Capital Allocation

    Transaction Financing and Capital Allocation  $4.0 billion of new debt at closing Credit Facility  $1.5 billion of committed term loan  $2.5 billion bridge loan commitment Expected at Close xEBITDA at 12/31/20211 Combined Gross Debt $5 billion ~3.0x Capitalization At Closing Cash ~$0.75 billion N

19. Slide 19: Q&A

    Q&A © 2020 Marvell confidential. All rights reserved. 19

20. Slide 20: Discussion of Non-GAAP Financial Measures

    Discussion of Non-GAAP Financial Measures  Inphi and Marvell believe that the presentation of non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to Inphi and Marvell's respective financial condition an

21. Slide 21: Non-GAAP Reconciliation

    Non-GAAP Reconciliation Quarter Ended Last Quarter Annualized Jul-20 Sep-20 Jul-20 Sep-20 ($mm) Marvell Inphi Combined Marvell Inphi Combined GAAP Net Income / (Loss) ($157.9) ($3.4) ($161.3) ($631.6) ($13.5) ($645.1) Stock-Based Compensation 62.6 29.0 91.6 250.3 116.2 366.5 Restructuring Related Ch

22. Slide 22: Thank You

    Ashish Thank You

23. Slide 23: Marvell

    i MARVELL

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