Transaction Structure and Terms
Under the terms of the definitive agreement, Marvell will pay Aquantia’s stockholders $13.25 per share in cash. This represents approximately $452 million in transaction value after adjusting for net cash on Aquantia’s balance sheet. Marvell intends to finance the transaction with cash on hand and revolver borrowings. The transaction is not subject to any financing condition and is expected to close by the end of CY2019, subject to regulatory approval as well as other customary closing conditions, including the adoption by Aquantia’s stockholders of the merger agreement.
In connection with the execution of the definitive agreement, certain stockholders of Aquantia, together holding approximately 17 percent of the outstanding shares of common stock of Aquantia, have agreed to vote their shares in favor of the transaction under a voting and support agreement.
Marvell Preliminary First Fiscal Quarter 2020 Results
Based on preliminary financial information, Marvell expects its first quarter revenue to be in the range of $650 million +/- 3%, the same range as guided on March 7, 2019. Further information regarding first fiscal quarter results will be released on May 30 at 1:45 p.m. Pacific Time. This update is an estimate, based on information available to management as of the date of this release, and may be subject to further changes upon completion of Marvell’s standard quarter closing procedures. This update does not present all necessary information for an understanding of Marvell’s financial condition as of May 4, 2019, or its results of operations for the quarter ended May 4, 2019.
Call/Webcast to Discuss Transaction
Interested parties may join a conference call Monday, May 6, 2019 at 6:00 a.m. Pacific Time to discuss the transaction by dialing 1 (844)647-5488 in the U.S. or +1 (615)247-0258 internationally, with the conference ID 7355589. A webcast of the call can be accessed by visiting Marvell’s investor relations website. A replay will be available until Monday, May 13, 2019 by dialing 1 (855)859-2056, replay ID 7355589.
Additional Information and Where to Find It
Aquantia intends to file with the Securities and Exchange Commission (the “SEC”) a proxy statement in connection with the proposed transaction with Marvell. The definitive proxy statement will be distributed to the stockholders of Aquantia and will contain important information about the proposed transaction and related matters. SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The proxy statement and other relevant materials (when they become available), and any other documents filed by Aquantia with the SEC, may be obtained free of charge at the SEC’s website, atwww.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from Aquantia by contacting Investor Relations by mail at Aquantia Corp., 91 E. Tasman Dr. Suite 100, San Jose, CA 95134, Attn: Investor Relations Department, or by telephone at (650)815-1239.