| Item 1.01 | Entry into a Material Definitive Agreement. |
Asset Purchase Agreement
On May 29, 2019, Marvell Technology Group Ltd. (the “Company”), a Bermuda exempted company, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with NXP USA, Inc. (the “Buyer”), a Delaware corporation, pursuant to which the Company agreed to sell to the Buyer, and caused its affiliates to sell to the Buyer, certain assets related to its wireless business for $1.76 billion in cash at closing (the “Transaction”). In addition, the Company will license certain intellectual property to the Buyer in connection with the transferred business and provide certain temporary transition services following completion of the Transaction. The Transaction is subject to regulatory approval and other customary closing conditions.
The Purchase Agreement contains customary representations, warranties and covenants for a transaction of this type. The representations, warranties and covenants contained in the Purchase Agreement are made by the parties solely for the benefit of each other and should not be relied upon by any other person. A copy of the press release is furnished herewith asExhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Forward-Looking Statements
Cautionary Statement Regarding Forward Looking Statements
This Form8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by phrases such as the Company “believes,” “expects,” “anticipates,” “foresees,” “estimates” or other words or phrases of similar import. Similarly, statements herein that describe the proposed acquisition are forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of or the price of the Company’s stock. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: the ability of the parties to consummate the proposed transaction and the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals at all or in a timely manner; and the other risks and important factors contained and identified in the Company’s most recent Annual Report on Form10-K, dated March 28, 2019, and other Securities and Exchange Commission filings of the Company, that could cause actual results to differ materially from the forward-looking statements. The forward-looking statements included in this Form8-K are made only as of the date of this Form8-K. The Company does not undertake any obligation to update the forward-looking statements to reflect subsequent events or circumstances.
