Silicon Motion Repudiates MaxLinear’s Allegations and Intends to Enforce Merger Agreement
27 Juillet 2023 - 2:30PM
Silicon Motion Technology Corporation (NASDAQGS: SIMO)
(“Silicon Motion”) today announced that Silicon Motion and
MaxLinear, Inc. (NASDAQGS: MXL) (“MaxLinear”) received antitrust
approval from the State Administration for Market Regulation in the
People’s Republic of China (“SAMR Approval”) in relation to the
proposed merger between Silicon Motion and MaxLinear (the
“Merger”). After receiving SAMR Approval, Silicon Motion received a
notice of purported termination of the Merger from MaxLinear, and
Silicon Motion issued the following statement in response:
“MaxLinear’s eleventh-hour purported termination
of its merger agreement with Silicon Motion is invalid and reflects
a repudiation of MaxLinear’s obligations rather than any failure of
Silicon Motion’s conditions to closing. In the 15 months since the
signing of the merger agreement between the parties, Silicon Motion
worked cooperatively with MaxLinear to obtain regulatory approvals
for the merger, Silicon Motion complied with its obligations under
the agreement and Silicon Motion has not suffered a material
adverse effect. Silicon Motion expects MaxLinear to abide by its
obligation under the merger agreement and intends to vigorously
enforce its rights under the merger agreement.”
About Silicon Motion
Silicon Motion is the global leader in supplying NAND flash
controllers for solid state storage devices. Silicon Motion
supplies more SSD controllers than any other company in the world
for servers, PCs and other client devices and is the leading
merchant supplier of eMMC and UFS embedded storage controllers used
in smartphones, IoT devices and other applications. Silicon Motion
also supplies customized high-performance hyperscale data center
and specialized industrial and automotive SSD solutions. Silicon
Motion’s customers include most of the NAND flash vendors, storage
device module makers and leading OEMs. For further information on
Silicon Motion, visit www.siliconmotion.com.
Cautionary Statement Regarding
Forward-Looking Statements:
Information provided in this press release
contains “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 1934, as amended. These
forward-looking statements are based on Silicon Motion’s current
expectations, estimates and projections about the expected date of
closing of the Merger and the potential benefits thereof, its
business and industry, management’s beliefs and certain assumptions
made by Silicon Motion, all of which are subject to change. The
forward-looking statements include, but are not limited to,
statements about the expected timing of the Merger, the
satisfaction or waiver of any conditions to the proposed Merger and
other events relating to the proposed Merger, and in some cases,
you can identify forward-looking statements by terminology such as
“may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” “potentially”,
“continue,” “could,” “seek,” “see,” “would,” “might,” “continue,”
“target” or the negatives of these terms or other comparable
terminology that convey uncertainty of future events or outcomes.
All forward-looking statements by their nature address matters that
involve risks and uncertainties, many of which are beyond our
control, and are not guarantees of future results. These and other
forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in
any forward-looking statements. Although such statements are based
on Silicon Motion’s own information and information from other
sources Silicon Motion believes to be reliable, you should not
place undue reliance on them and caution must be exercised in
relying on forward-looking statements. These statements involve
risks and uncertainties, and actual results may differ materially
from those expressed or implied in these forward-looking statements
for a variety of reasons. Potential risks and uncertainties
include, but are not limited to, the risk that the Merger may not
be completed on the anticipated terms and timing, in a timely
manner or at all, which may adversely affect Silicon Motion’s
business and the value of the ordinary shares, par value $0.01 per
share, of Silicon Motion and Silicon Motion’s ADSs; uncertainties
as to the timing of the consummation of the Merger and the
potential failure to satisfy the conditions to the consummation of
the Merger, including anticipated tax treatment, unforeseen
liabilities, future capital expenditures, revenues, expenses,
earnings, synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management
strategies for the management, expansion and growth of the parties’
businesses and other conditions to the completion of the Merger;
the occurrence of any event, change or other circumstances that
could give rise to the termination of the Merger Agreement; the
effect of the announcement, pendency or potential termination of
the Merger on Silicon Motion’s business relationships, operating
results, and business generally; expected benefits, including
financial benefits, of the Merger may not be realized; integration
of the acquisition post-closing may not occur as anticipated, and
the combined company’s ability to achieve the growth prospects and
synergies expected from the Merger, as well as delays, challenges
and expenses associated with integrating the combined company’s
existing businesses, may occur; litigation related to the Merger or
otherwise; unanticipated restructuring, costs may be incurred or
undisclosed liabilities assumed; attempts to retain key personnel
and customers may not succeed; risks related to diverting attention
from the parties’ ongoing business, including current plans and
operations; changes in tax regimes, legislation or government
regulations affecting the acquisition or the parties or their
businesses; economic, social or political conditions that could
adversely affect the Merger or the parties, including trade and
national security policies and export controls and executive orders
relating thereto, and worldwide government economic policies,
including trade relations between the United States and China and
the military conflict in Ukraine and related sanctions against
Russia and Belarus; unpredictability and severity of catastrophic
events, including, but not limited to, acts of terrorism or
outbreak of war or hostilities, as well as the parties’ response to
any of the aforementioned factors; exposure to inflation, currency
rate and interest rate fluctuations and risks associated with doing
business locally and internationally, as well as fluctuations in
the market prices of the parties’ traded securities; potential
business uncertainty or adverse reactions or changes to business
relationships resulting from the announcement or completion of the
Merger; potential negative changes in general economic conditions
and market developments in the regions or the industries in which
the parties operate; the loss of one or more key customers or the
significant reduction, postponement, rescheduling or cancellation
of orders from one or more customers as a result or in anticipation
of the Merger or otherwise; the parties’ respective customers’
sales outlook, purchasing patterns, and inventory adjustments based
on consumer demands and general economic conditions; risks
associated with COVID-19 and any public health crises; Silicon
Motion’s ability= to provide a safe working environment for
employees during any public health crises, including
pandemics or epidemics; Silicon Motion’s ability to implement its
business strategies; pricing trends, including Silicon Motion’s
ability to achieve economies of scale; restrictions during the
pendency of the proposed Merger that may impact Silicon Motion’s
ability to pursue certain business opportunities or strategic
transactions; and the other risk factors discussed from time to
time by Silicon Motion in the most recent Annual Report
on Form 20-F and in any subsequent reports on Form
6-K, each of which is on file with or furnished to the
Securities and Exchange Commission (the “SEC”) and available at the
SEC’s website at www.sec.gov. SEC filings for Silicon Motion are
available on Silicon Motion’s website at
https://www.siliconmotion.com/investor. Silicon Motion assumes
no obligation to update any forward-looking statements, which apply
only as of the date of this press release.
Silicon Motion Investor
Contacts: |
Jason
Tsai |
Selina
Hsieh |
Jason.tsai@siliconmotion.com |
ir@siliconmotion.com |
Silicon Motion Technology (NASDAQ:SIMO)
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