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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 press release disseminated by
Marvell Technology Group Ltd. on November 28, 2000
NEWS RELEASE
MARVELL TECHNOLOGY GROUP LTD. ANNOUNCES PROGRESS ON
ACQUISITION OF GALILEO TECHNOLOGY LTD.
Sunnyvale, Calif. (November 28, 2000) - Marvell Technology Group Ltd.
(NASDAQ:MRVL) today reported that it continues to make progress toward
completing its acquisition of Galileo Technology Ltd. (NASDAQ:GALT).
On October 17, 2000, Marvell and Galileo announced that their boards of
directors unanimously approved a definitive agreement under which Marvell will
acquire Galileo. Depending upon the timing of final regulatory and shareholder
approvals, the merger is expected to close in the first calendar quarter of
2001.
"Both Marvell and Galileo are working diligently toward the completion of this
acquisition, which will combine two leading companies into an IC-communications
powerhouse," said Dr. Sehat Sutardja, President and CEO of Marvell Technology
Group Ltd. "Since announcing this proposed business combination, we have made
the required filings under the Hart Scott Rodino Antitrust Improvement Act and
filed our preliminary joint proxy-prospectus with the Securities and Exchange
Commission. Because Galileo is incorporated in Israel, we also filed our Merger
Proposal before the Israeli Companies Registrar, which began the 70-day waiting
period under Israeli law."
Additionally, Marvell and Galileo recently posted "Frequently Asked Questions"
about the proposed merger on their Web sites to aid shareholders in better
understanding the technologies of both companies, the near-term and longer-term
synergies expected from the merger, and the proposed transaction itself. These
"FAQs" can be accessed at www.marvell.com or at www.galileot.com.
ABOUT MARVELL
Marvell comprises Marvell Technology Group Ltd. (MTGL) and its subsidiaries,
Marvell Semiconductor Inc. (MSI), Marvell Asia Pte Ltd. (MAPL) and Marvell Japan
K.K. (MJKK). On behalf of MTGL, MSI designs, develops and markets integrated
circuits utilizing proprietary Communications Mixed-Signal Processing (CMSP) and
digital signal processing technologies for broadband communications-related and
data storage markets. MAPL is headquartered in Singapore and is responsible for
Marvell's production and distribution operations. As used in this release, the
terms "Company" and "Marvell" refer to the entire group of companies. The
Company's proprietary CMSP technology combines custom digital signal processing
algorithms to allow technology customers to store and move digital data on
demand at high data access rates. The Company initially focused its core
technology on the data storage market. The Company more recently applied its
technology to the high speed, or broadband, data communications market by
introducing products that are used in network access equipment to provide the
interface between communications systems and data transmission media. MSI is
headquartered at 645 Almanor Ave., Sunnyvale, Calif., 94085; phone: (408)
222-2500, fax: (408) 328-0120.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: This release may contain forward-looking statements based on the current
expectations or beliefs of Marvell's management and the management of Galileo
Technology Ltd. and are subject to a number of factors and uncertainties that
could cause actual results to differ materially from those described in the
forward-looking statements.. You can identify these statements by
forward-looking words such as "may," "will," "expect," "intend," "anticipate,"
"believe," "estimate," and "continue," and other
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similar words. The forward-looking statements contained in this release 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 Joint
Proxy/Prospectus 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, CA
94085, 408-522-2032, and/or Galileo Technology, Inc., Attention: Director of
Investor Relations, 142 Charcot Ave., San Jose, CA 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
and executive officers have in the merger is set forth in the joint proxy
statement/prospectus.