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Filed by Marvell Technology Group Ltd.
Filed pursuant to Rule 425 under the
Securities Act of 1933 and Rule
14a-12 under the Securities Exchange
Act of 1934
Subject Company: Galileo Technology Ltd.
Commission File No.: 333-50206
The following is a document posted on the website of Marvell Technology Group
Ltd. on November 22, 2000.
MARVELL/GALILEO MERGER
November 22, 2000
[PHOTO OF SEHAT SUTARDJA]
"WE ARE CREATING AN IC COMMUNICATIONS POWERHOUSE WITH BOTH THE PHYSICAL LAYER
AND SWITCHING/PACKET PROCESSING TECHNOLOGIES TO PROVIDE COMPLETE SYSTEM
SOLUTIONS. AT THE SAME TIME, WE CONTINUE TO FOCUS ON BRINGING OUR SOLUTIONS TO
EMERGING BROADBAND COMMUNICATIONS MARKETS,"- Dr. Sehat Sutardja, President and
CEO, Marvell Technology Group Ltd.
[PHOTO OF AVIGDOR WILLENZ]
"THE POSSIBILITIES FOR FUTURE PRODUCT INTEGRATION IN THE GIGABIT, TERABIT AND
OPTICAL REALMS ARE SIMPLY PHENOMENAL." - Avigdor Willenz, Founder and President
of Galileo Technology Ltd.
On October 17, 2000, Marvell Technology Group Ltd. and Galileo Technology Ltd.
announced their intention to merge and develop a company that is moving forward
faster in the extreme broadband communications market. This merger brings
together the complementary technologies of two strong companies, each of which
provides integrated circuit solutions at different layers in the communications
infrastructure. Marvell contributes its world-class proprietary MIXED-SIGNAL and
DIGITAL SIGNAL PROCESSING (DSP) solutions for the PHYSICAL layer (PHY) or the
first layer of the communications infrastructure. Marvell is developing its PHY
products for emerging broadband communications markets. Galileo provides
solutions that meet customers' needs at layers 2 to 7 of the communications
infrastructure. In many systems, a signal will pass from a PHY product, such as
Marvell's Alaska(TM) family of Gigabit PHYs, to the higher layers where
products, such as Galileo's, handle switching, routing, packet processing, and
systems management. By bringing together Galileo and Marvell's product
offerings, we expect to provide customers with true end-to-end solutions. In
addition, we believe we will be positioned to offer future integrated chips
through the combined expertise and technologies of both companies.
[Link to Press Release]
[Link to all FAQs]
[Link to FAQs regarding Marvell Technology Group]
[Link to FAQs regarding Galileo Technology Ltd.]
[Link to FAQs regarding the combined company]
[Link to SEC Filings]
FORWARD-LOOKING INFORMATION:
The merger information presented on this Web page and in the accompanying FAQs
may contain forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. These
statements are based on the current expectations or beliefs of Marvell's and
Galileo's management and are subject to a number of factors and uncertainties
that could cause actual results to differ materially from those described in the
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forward-looking statements. Words such as "anticipates," "expects," "intends,"
"plans," "believes," "seeks," "estimates," "may," "will," "should," and
variations of these words or similar expressions, are intended to identify such
forward-looking statements. The forward-looking statements contained on this Web
page and in the accompanying FAQs address the strategic business combination of
Marvell and Galileo. The following factors, among others, could cause actual
results to differ materially from those described in the forward-looking
statements: the risk that the Marvell and Galileo businesses will not be
integrated successfully; costs related to the business combination; failure of
the Marvell or Galileo shareholders to approve the business combination;
inability to obtain or meet conditions imposed for governmental approvals for
the merger, inability to further identify, develop and achieve success for new
products, services and technologies; increased competition and its effect on
pricing, spending, third-party relationships, and revenues; as well as the
inability to establish and maintain relationships with commerce, advertising,
marketing, and technology providers.
For other factors that could cause Marvell's or Galileo's results to vary from
expectations, please see the "Risk Factors" section of Marvell's Registration
Statement on Form S-4 relating to the proposed business combination of Marvell
and Galileo, Marvell's Quarterly Report on Form 10-Q for the quarter ended July
31, 2000, and Galileo's most recent report on Form 20-F filed with the SEC.
WHERE YOU CAN FIND ADDITIONAL INFORMATION:
Marvell and Galileo have jointly prepared a proxy statement/prospectus regarding
the business combination referenced in these materials. Marvell filed the joint
proxy statement/prospectus with the SEC on November 17, 2000. Investors and
security holders are urged to read the joint proxy statement/prospectus, because
it contains important information. Security holders may obtain a free copy of
the joint proxy statement/prospectus and other related documents filed by
Marvell and Galileo at the SEC's website at www.sec.gov or at the SEC's public
reference room located at 450 Fifth Street, NW, Washington D.C. 20549 or at one
of the SEC's other public reference rooms in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. The proxy statement/prospectus and the other documents
may also be obtained free of charge by contacting Marvell Semiconductor, Inc.,
Attention: Director of Investor Relations, 645 Almanor Ave., Sunnyvale,
California 94085, (408) 522-2032, and/or Galileo Technology, Inc., Attention:
Investor Relations, 142 Charcot Ave., San Jose, California 95131, (408)
367-1400. We urge you to carefully read the entire joint proxy
statement/prospectus before making a decision on the business combination.
Marvell and Galileo and their respective directors, executive officers and
certain other members of management and employees may be soliciting proxies from
shareholders of Marvell and Galileo in favor of the adoption of the merger
agreement. A description of any interests that Marvell's and Galileo's directors
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and executive officers have in the merger is set forth in the joint proxy
statement/prospectus.
MARVELL TECHNOLOGY GROUP FAQS
OVERVIEW
Marvell is an industry leader in providing advanced MIXED-SIGNAL and DSP
integrated circuit solutions for extreme broadband digital
communications-related applications. Marvell's devices provide the critical
interface between real-world ANALOG SIGNALS and the digital information used in
computing and communications systems.
GRAPHICS: appearing here is a box with a diagram inside. On the top left side of
the box are the words "Digital Signal," with a group of 1's and 0's below it. To
the right of this group of numbers is a depiction of a computer chip, with the
letters "PHY" immediately below it. To the right of the computer chip is a wavy
line, with the words "Analog Signal" above it and the word "Media" below it.
Moving to the right side of the box, on the right end of the wavy line is
another depiction of a computer chip, with the letters "PHY" below it. To the
right of the computer chip is another group of 1's and 0's, with the words
"Digital Signal" above it at the top right corner of the box.
Q: WHAT IS MARVELL'S BUSINESS?
A: Marvell's business is to design, develop and market integrated circuits for
communications-related markets. Its strategy is to leverage its
analog/MIXED-SIGNAL and DSP expertise to develop superior technical solutions
for high-volume sectors in the extreme broadband communications market.
Marvell initially applied its technology to solve the most challenging
communication problems in the data storage market by designing READ CHANNEL
physical layer devices for the data storage market. Read channels are subject to
some of the most exacting requirements in the world of high-speed signals; their
proper processing requires advanced mixed-signal and DSP techniques. Marvell is
a world leader in this space, with solutions that are well ahead of competitors'
in terms of the frequencies they can handle (currently at greater than 1
Gigahertz).
Marvell has leveraged this leading technology to address the wireline
communications market, starting with 100 Megabit/sec (Mb/s) and expanding to 1
Gigabit/sec (Gb/s) devices. In May 2000, Marvell introduced the industry's most
advanced and lowest power GIGABIT ETHERNET over copper transceivers for this
market, the Alaska(TM) Gigabit Ethernet PHY. Marvell's years of experience in
creating new communication ALGORITHMS to solve the read channel problem enabled
the Company to become a leader in solving the challenges of the large and
fast-growing worldwide Gigabit Ethernet market. Marvell's continuing development
of proprietary communications algorithms gives the Company a critical lead in
solving the challenges of future communications devices that require physical
layer devices.
Q: WHAT IS MARVELL'S CORE TECHNOLOGY?
A: Marvell's most significant technologies are high-frequency
analog/mixed-signal front-ends, specialized proprietary DSP algorithms and
specialized DSP
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engines that can execute these algorithms in real time. These technologies are
implemented in advanced CMOS design as highly integrated single-chip solutions
that allow customers to operate at high data rates within existing
media/infrastructures.
Q: WHAT ARE SOME OF THE ADVANTAGES OF MARVELL'S DEVICES?
A: Marvell's devices enable customers to transmit data at higher data rates over
longer distances more reliably while combating noise and interference
encountered during the signal transmission. Designed for low power dissipation
and compact footprints, Marvell's devices allow customers to build high-density
communications systems that support a larger number of connections in less
space. Some customers use Marvell's products to increase the speed and
reliability of their networks while avoiding the expense of replacing existing
and extensive copper wire infrastructure.
Q: WHAT SETS MARVELL APART IN ITS INDUSTRY?
A: Marvell is one of very few companies that can design high-speed
analog/mixed-signal technology and DSP technology in CMOS. Marvell is unique in
its ability to apply this technology to the extreme high-end broadband market.
Other companies in Marvell's industry use exotic processes such as gallium
arsenide, silicon germanium and other variants on silicon, which create
complexity of manufacturing and higher costs compared with CMOS.
Q: HOW COMPLEX IS MARVELL'S ALASKA GIGABIT ETHERNET PHY TRANSCEIVER?
A: Marvell believes the Alaska Gigabit Ethernet PHY is the most complex physical
layer communications device built to date. This device incorporates an
equivalent of 1 million gates of DSP while operating at a very high DSP rate
approaching 1 TOPS (trillion operations per second). Additionally, it
incorporates multiple analog-to-digital and digital-to-analog converters on the
same silicon.
Q: WHAT IS SPECIAL ABOUT MARVELL HANDLING GB/S SIGNALS?
A: Marvell's devices allow customers to move Gigabit signals over twisted pair
copper wire, which is the dominant type of wiring infrastructure in use today.
By using Marvell's solutions, customers can avoid the expense of replacing
copper wire with fiber-optics in order to achieve Gb/s transmission rates.
Q: WHY IS IT IMPORTANT TO HAVE GIGABIT PHY OVER COPPER?
A: The networking infrastructure throughout the world is twisted pair copper
wire, originally designed for 100 Mb/s data rates. Gigabit PHY over copper
provides for the immediate upgrading of communications over LOCAL AREA NETWORKS
(LAN) throughout the world without the necessity and expense of replacing copper
wire with fiber optics. Marvell believes that Gigabit PHY over copper at low
power, and at an attractive price, will accelerate the adoption of Gigabit
Ethernet. Additionally, new applications such as real-time video and data can
now be supported by the network.
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Q: HOW WILL MARVELL PARTICIPATE IN EMERGING BROADBAND COMMUNICATIONS MARKETS?
A: One of the emerging markets Marvell is addressing is the wireless Ethernet
LAN market. This market is important for mobile users, for the small office/home
office (SOHO) market, and for consumers where wiring is not practical. Marvell
is currently engaged in working on solutions for the wireless Ethernet LAN
market. It is incorporating the same technology it developed for the read
channel market and for the Gigabit Ethernet market in its development effort,
which is expected to produce products in CY 2001.
Another emerging market that Marvell participates in is PHYs for fiber optics.
Today, Marvell has the technology to aggregate four 2.5 Gb/s PHYs into a
solution for the WDM market. In fact, its current Gigabit PHY includes a
single-channel 2.5 Gb/s SERDES to handle copper to fiber conversion. In
addition, Marvell has started development of a true 10 Gb/s PHY solution.
GALILEO TECHNOLOGY LTD. FAQS
OVERVIEW
Galileo Technology defines, develops and markets advanced digital semiconductor
devices that perform critical functions for converged network systems, in which
voice, video and data are handled seamlessly using the INTERNET PROTOCOL (IP).
Galileo serves hundreds of customers worldwide, including all data
communications and telecommunications equipment leaders.
Q: HOW WAS GALILEO STARTED? HOW HAS IT EVOLVED?
A: Galileo started in 1993, focusing on high-performance RISC CPU subsystems in
the embedded market. As data communications customers became the main source of
revenue, Galileo looked for new silicon opportunities for this market. Galileo
found the ideal opportunity in the emerging switched Ethernet LOCAL AREA NETWORK
(LAN) market in 1996, becoming the first company to offer a merchant silicon
solution, the GalNet(R) family. This early success was later extended to several
new generations of LAN products as well as to the WIDE AREA network (WAN), most
notably with the recent introduction of the Horizon(TM) family of WAN
communications controllers.
Q: WHAT ARE GALILEO'S CORE COMPETENCIES?
A: Galileo's core competencies utilized in making converged networks a reality
include various LAN, WAN, METROPOLITAN AREA NETWORK (MAN), and high-performance
CPU subsystem technologies, as well as in-depth knowledge of communications
equipment at the system level. Its customers have described Galileo as "a
communications systems company that sells chips."
Q: WHAT SETS GALILEO APART IN ITS INDUSTRY?
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A: Galileo is one of a few companies that build highly integrated communications
systems on silicon. Its products simplify the tasks of designing network systems
and reduce development risks and costs. Galileo's products also substantially
improve time-to-market for manufacturers of data communications and
telecommunications equipment.
Q: WHAT ARE GALILEO'S PRODUCTS?
A: Galileo is organized around two principal product groups: Internetworking
Products, which consists of SYSTEM CONTROLLERS and WAN communications
controllers, and Switching Products, which consists of Switched Ethernet
controllers and Switched POS/ATM controllers.
Q: HOW DOES GALILEO PARTICIPATE IN THE SYSTEM CONTROLLER MARKET?
A: Galileo builds SYSTEM CONTROLLERS for high-performance communications
equipment. Its system controllers were originally designed to focus on
MIPS(R)-based systems, but recently Galileo has successfully extended its
technology to PowerPC(TM)-based systems as well. Today, Galileo is an
acknowledged worldwide leader of this market sector, with a veritable who's-who
list of market leaders as its customers. Cisco Systems has been Galileo's #1
customer for the last three years, largely due to the strength of the system
controller family and a roadmap commitment that continues to address customers'
needs.
Q: HOW IS GALILEO'S SYSTEM CONTROLLER BUSINESS PROGRESSING?
A: Galileo's system controller business grew very rapidly from 1999 to 2000,
with the PowerPC family growing especially fast. The business continues to grow
rapidly because Galileo's system controllers are backward compatible, making it
easy for customers to migrate their designs. Galileo expects to extend this
success with the upcoming Discovery(TM) family of next-generation system
controllers, which customers are counting on for their next-generation
communications systems.
Q: WHAT IS GALILEO'S NEW WAN COMMUNICATIONS CONTROLLER BUSINESS?
A: The WAN controller product is a natural migration from the system controller
business. The combination of Galileo's LAN, WAN and system controller
technologies to form the new Horizon line of WAN communications controllers is a
perfect example of Galileo's synergistic technologies and their usage to further
service customer needs. The Horizon line of WAN controllers is targeted for use
in highly integrated routers, load balancing switches, VIRTUAL PRIVATE NETWORKS
(VPNs), firewalls, remote access concentrators, etc.
Q: WHAT PRODUCTS DOES GALILEO HAVE FOR THE SWITCHED ETHERNET MARKET?
A: Galileo is a pioneer and leader in the Switched Ethernet market. Galileo
started building chips for the Ethernet LAN market with its GalNet family of
Layer 2 Ethernet and Fast Ethernet switches, advancing to today's products for
high-end enterprise and telecom applications. More recently, Galileo has
extended its technology spectrum to create the most sophisticated family of
Layer 3/4/5
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Ethernet switches in the market, the GalNet-3 family. This family of advanced
converged voice, video and data switch processors takes Quality of Service to
the next level, by offering the unique "Availability-of-Service(TM)" feature,
while featuring advanced flow classification that supports a very large number
of concurrent flows. These capabilities have extended the popularity of GalNet-3
beyond enterprise switching to MANs and telecom applications.
Q: HOW IS GALILEO EXTENDING ITS LAN PRODUCTS?
A: Galileo participates in the fast-growing POS business via its GalNet-3
family, which features products that complement the Ethernet Switches with POS
and ATM interface capabilities. Supporting the WAN interface in its latest
GalNet-3 products, Galileo introduced POS/SONET chips that provide an ideal
bridge between copper-based LANs and fiber-based MANs, while provisioning
critical bandwidth for converged voice, video and data.
Q: WHAT ELSE SETS GALILEO APART IN ITS INDUSTRY?
A: Galileo's systems-level knowledge sets it apart and it gives the Company a
significant competitive advantage. Galileo applies this knowledge to build
better communications systems on silicon to serve customers' requirements and to
create reference designs that customers can easily and quickly emulate to build
final production designs.
Q: WHAT ARE GALILEO'S FUTURE PRODUCT PLANS?
A: Galileo has aggressive developments in areas including terabit switching, 10
Gb technology, network processing units, next-generation WAN communications
controllers, voice/data packet processors, next-generation wireless
infrastructure, and STORAGE OVER IP.
MARVELL AND GALILEO: THE COMBINED COMPANY
Q: WHAT NEAR-TERM SYNERGIES CAN YOU REALIZE FROM THIS MERGER?
A: We anticipate the following near-term synergies:
- Expanded communications customer base. The merger creates a combined
customer base of over 500 customers.
- Increased worldwide sales force and field applications team to support
the expanded customer base.
- Enhanced product offerings with new features, functionality and
integration. Marvell and Galileo have formally engaged with each other
during the last several months to promote the GIGABIT ETHERNET switching
silicon of Galileo and the Gigabit Ethernet PHYSICAL LAYER DEVICE (PHY)
solutions of Marvell. The merger further strengthens this collaboration,
making the commercialization of the joint solution even more effective.
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- Ability to provide complete solutions to customers. The single point of
purchase abilities of the merged company will allow it to provide
complete and integrated chipset solutions (Switch + PHY) to those
customers who prefer them.
- Cost reductions in Galileo products due to larger economies of purchase
that Marvell has in place and from migrating products from the turnkey
mode now used by Galileo to the wafer purchase supply mode used by
Marvell.
Q: WHAT MID/LONG-TERM SYNERGIES CAN YOU REALIZE FROM THIS MERGER?
A: We foresee the following mid/long-term synergies:
- The combination of state-of-the-art switched and physical layer
technologies allows the combined company to better service customers
with customized solutions.
- Both companies possess best-of-breed capabilities in the GIGABIT
ETHERNET space that are being extended to next-generation of products.
- Galileo and Marvell will share technologies to address markets that
require highly integrated solutions such as Ethernet-To-The-Home, small
office/home office (SOHO) routers, the high-end of the Switched
Ethernet, and highly integrated LOCAL AREA NETWORK/WIDE AREA NETWORK
(LAN/WAN).
- Marvell's high-speed serial communications technology and high-speed
libraries will be useful to Galileo's development of future products
including next-generation terabit switching products, next-generation
BACKPLANE interconnects, and higher-speed SYSTEM CONTROLLERS.
- The combination of storage and communications expertise provides the
combined company with unique skills and channels to address the needs of
the STORAGE AREA NETWORK (SAN), NETWORK ATTACHED STORAGE (NAS) and
STORAGE OVER IP markets.
Q: WHAT WILL THE CORPORATE STRUCTURE OF THE NEW ENTITY BE?
A: The new entity will retain the name Marvell Technology Group Ltd. Galileo
will operate as a wholly owned subsidiary of Marvell, and will be known as
Galileo Technology Group, a Marvell company. The Company will be headquartered
in Sunnyvale, CA, and Galileo will continue its operations in both Israel and
San Jose, CA. Avigdor Willenz, the current CEO of Galileo, will be Executive
Vice President and General Manager of Galileo Technology Group,
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and will be a member of Marvell's Board of Directors. He will report to Dr.
Sehat Sutardja, President and CEO of Marvell, and to Marvell's Board of
Directors. Manuel Alba, current President of Galileo, will also join Marvell's
Board of Directors.
Q: WHAT WILL BE THE COMPANY'S STRATEGIC DIRECTION AFTER THE MERGER?
A: The new entity will continue with Marvell's original direction of leveraging
its unique ANALOG/MIXED-SIGNAL and DIGITAL SIGNAL PROCESSING (DSP) expertise to
address new and growing broadband communications markets. In addition, Galileo's
routing, switching, packet processing and systems management technologies will
broaden this strategy by allowing the new entity to also address networking
markets at layers 2 to 7.
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GLOSSARY OF TERMS
Algorithms: A mathematical equation that produces in a fixed number of steps the
answer to a question or the solution to a problem.
Analog signal: An electrical signal that has continuously varying voltages,
frequencies, or phases.
ATM: Asynchronous Transfer Mode. A network technology for both local area
networks and wide area networks that supports real-time voice, video and data.
Backplane: An interconnecting device that may or may not have intelligence. This
device typically has sockets that cards plug into.
CMOS: Complementary Metal-Oxide Semiconductor. A technology that creates
integrated circuits that use less power than those made with other MOS (metal
oxide semiconductor) or bipolar processes.
CPU: Central Processing Unit. The brain of any computer system consisting of
data registers, computational circuits, a control block, and I/O (input
/output).
Digital signal processing: Digital circuits designed to address a broad class of
problems such as noise and interference in signal reception and analysis.
Gigabit Ethernet: Predominent networking protocol for connecting devices at 1000
megabits per second.
IC: Integrated circuit. Miniaturized circuitry on a silicon chip designed and
connected into logic blocks to perform a specialized task.
Internet Protocol (IP): Standard for communicating over the Internet.
Local Area Network (LAN): A network that connects computers in a building or
campus.
Metropolitan Area Network (MAN): A network that connects computers within a
metropolitan area such as a city.
MIPS(TM): Millions of instructions per second.
Mixed-signal: An integrated circuit with both digital and analog functions on
the same semiconductor chip.
Network Attached Storage (NAS): A storage networking architecture that allows
for storage resources to connect directly to LANs.
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Physical layer device (PHY): An integrated circuit that performs an interface
function between the communications system and the physical media.
POS: Packet over SONET. A metropolitan area network or wide area network
transport technology that carries IP packets directly over SONET transmission
without any data link facility.
Read channel: An integrated circuit that transmits and receives analog data
stored on a disk and converts it to and from digital data.
RISC: Reduced Instruction Set Computer (or Chip). A type of processor
architecture that processes programs more quickly than conventional
microprocessors because it uses a reduced set of instructions.
SERDES: Serializer/deserializer that converts data from parallel to serial
format and from serial to parallel format.
Storage Area Networks (SAN): A storage networking architecture that allows for
the flexible addition of storage resources to server farms, presently using
Fiber Channel technology.
Storage Over IP: The interconnection of storage resources using Internet
Protocol (IP) technology.
System Controller: The companion logic chip that a high-performance RISC CPU
needs to form a complete CPU subsystem that can interface with memory,
peripherals, etc., and which facilitates the maximization of performance at the
system level.
Virtual Private Networks (VPNs): Networks created over the Internet that appear
to be private.
WDM: Wavelength Division Multiplexing. A technology that uses numerous lasers
and transmits several wavelengths of light at once over a single optical fiber.
Wide Area Network (WAN): A network in which computers are linked over a wide
area.