INVESTORS AND SECURITY HOLDERS OF MARVELL ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC
IN CONNECTION WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors, Marvell shareholders and Inphi stockholders may obtain free copies of the joint proxy statement/prospectus (when available) and other documents
that are filed or will be filed with the SEC by Marvell, Inphi or MTI through the website maintained by the SEC at www.sec.gov. The documents filed by Marvell with the SEC also may be obtained free of charge at Marvells website at
www.marvell.com or upon written request to Marvell Technology Group Ltd. at 5488 Marvell Lane, Santa Clara, CA 95054. The documents filed by Inphi with the SEC also may be obtained free of charge at Inphis website at www.inphi.com or upon
written request to Inphi Corporation at 110 Rio Robles, San Jose, California 95134.
Participants in the Solicitation
Marvell and Inphi and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Inphis
stockholders and from Marvells shareholders in connection with the proposed transaction. Information about Inphis directors and executive officers and their ownership of Inphis common stock is set forth in Inphis proxy
statement for its 2020 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 21, 2020. Information about Marvells directors and executive officers is set forth in Marvells proxy statement for its 2020 Annual
General Meeting of Shareholders on Schedule 14A filed with the SEC on May 28, 2020 and in Marvells Current Report on Form 8-K filed with the SEC on July 30, 2020. To the extent that holdings of Inphis or Marvells securities
have changed since the amounts printed in Inphis or Marvells proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 and Statements of Changes in Beneficial Ownership on Form 4
filed with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed
transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
Cautionary Statement
Regarding Forward Looking Statements
This communication contains certain 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, with respect to the proposed transaction between Marvell, Inphi and MTI, including statements regarding the benefits of the transaction, the
anticipated timing of the transaction and the products and markets of each company. These forward-looking statements generally are identified by the words believe, project, expect, anticipate,
estimate, intend, strategy, future, opportunity, plan, may, should, will, would, will be, will continue,
will likely result and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (i) the completion of the proposed transaction on anticipated terms and
timing, including obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities and other conditions to the completion of the transaction; (ii) failure to realize the anticipated benefits of the proposed
transaction, including as a result of delay in completing the transaction or MTIs ability to integrate the businesses of Marvell and Inphi or due to unexpected costs, liabilities or delays; (iii) the ability of the parties to obtain or
consummate financing or refinancing related to the transactions upon acceptable terms or at all; (iv) potential litigation relating to the proposed transaction that could be instituted against Marvell, MTI or Inphi or their respective directors; (v)
the risk that disruptions from the proposed transaction will harm Marvell or Inphis business, including current plans and operations; (vi) the ability of Marvell or Inphi to retain and hire key personnel; (vii) potential adverse reactions or
changes to business relationships resulting from the announcement or completion of the proposed transaction; (viii) risks relating to the value of the MTI shares to be issued in the transaction; (ix) risks associated with third party contracts
containing consent and/or other provisions that may be triggered by the proposed transaction; (x) the impact of public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics and any related company or government policies
and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; (xi) legislative, regulatory and economic developments affecting Marvell or
Inphis businesses; (xii) general economic and market developments and conditions; (xiii) the evolving legal, regulatory and tax regimes under which Marvell, MTI and Inphi operate; (xiv) potential business uncertainty, including changes to
existing business relationships, during the pendency of the proposed transaction that could affect Marvells and/or Inphis financial performance; (xv) restrictions during the pendency of the proposed transaction that may impact
Marvells or Inphis ability to pursue certain business opportunities or strategic transactions; (xvi) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as Marvells and Inphis response to any of the aforementioned factors; (xvii) failure to receive the approval of the securityholders of Marvell and/or Inphi; and (xviii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of
Marvell and Inphi described in the Risk Factors section of their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by either of them from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers
are cautioned not to put undue reliance on forward-looking statements, and Marvell and Inphi assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or
otherwise. Neither Marvell nor Inphi gives any assurance that either Marvell or Inphi will achieve its expectations.