MaxLinear, Inc. (NYSE:MXL) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement

Merger Agreement

On March28, 2017, Exar Corporation, a Delaware corporation
(Exar), MaxLinear, Inc., a Delaware corporation
(MaxLinear), and Eagle Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of MaxLinear (Merger
Sub) entered into an Agreement and Plan of Merger (the
Merger Agreement). On March28, 2017, the boards of
directors of MaxLinear, Merger Sub, and Exar unanimously approved
the terms of the Merger Agreement.

to the Merger Agreement, and upon the terms and subject to the
conditions thereof, Merger Sub shall commence a cash tender offer
(the Offer) to acquire all of the shares of Exars common
stock (Company Shares) for a purchase price of $13.00 per
share, net to the holders thereof in cash, without interest (the
Offer Price). The consummation of the Offer is conditioned
on (i)the tender of a number of Company Shares that, taken
together with any Company Shares then owned by MaxLinear and
Merger Sub, represent one more than 50% of the sum of (A)all then
outstanding Company Shares plus (B)the number of shares
underlying all then outstanding Vested Company Options
plus (C)the number of shares issuable upon settlement of
all then outstanding Company Restricted Stock Units (excluding
Company Shares tendered to guaranteed delivery procedures that
have not yet been received, as such term is defined in
Section251(h) of the General Corporation Law of the State of
Delaware (the DGCL), by the depositary for the Offer to
such procedures); (ii)the expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976;
(iii)the performance and compliance by Exar in all material
respects of all of its covenants and obligations; (iv)the
accuracy of the representations and warranties of Exar contained
in the Merger Agreement, subject to certain materiality
qualifiers; (iv)the absence of an occurrence of any Material
Adverse Event, as defined in the Merger Agreement; (v)the
completion of a marketing period of fifteen business days in
connection with the Debt Financing (as described below); and
(vi)other customary conditions.

The Offer will expire at midnight, on the 20th business day
(calculated in accordance with the rules of the Securities
Exchange Act of 1934) following the commencement date of the
Offer unless extended in accordance with the terms of the Offer
and the Merger Agreement and the applicable rules and regulations
of the United States Securities and Exchange Commission (the SEC)

Following the completion of the Offer, to the terms and
conditions set forth in the Merger Agreement, at the effective
time of the Merger (the Effective Time), Merger Sub will
be merged with and into Exar (the Merger), each Company
Share that is then outstanding (other than shares owned by
MaxLinear, any subsidiary of MaxLinear or Exar, or treasury
shares, and shares with respect to which appraisal rights are
properly exercised in accordance with Delaware law) will
thereupon be cancelled and converted into the right to receive
cash in an amount equal to the Offer Price, and Exar will
continue as the surviving corporation of the Merger and as a
wholly-owned subsidiary of Parent.

Each outstanding and vested option to purchase Shares with an
exercise price less than the Offer Price will be cancelled and
automatically converted into the right to receive a cash payment,
without interest and subject to applicable tax withholding, equal
to the product of (x)the total number of Shares subject to such
option, multiplied by (y)the amount by which the Offer Price
exceeds the exercise price per share of such option. Each
outstanding option that is subject to time-based vesting and is
unvested, or, that is vested and has an exercise price greater
than or equal to the Offer Price, both held by continuing service
providers, will be assumed by MaxLinear and converted into an
option to purchase an adjusted number of shares of ClassA Common
Stock of MaxLinear, at an adjusted exercise price, but with the
same terms and conditions, including vesting, that applied prior
to the Merger. At the Effective Time, each then-outstanding and
unvested restricted stock unit and performance stock unit that is
subject solely to time-based vesting (or otherwise becomes
subject to time-based vesting in accordance with the Merger
Agreement) and is held by a continuing service provider will be
assumed by MaxLinear and converted into an award to acquire an
adjusted number of shares of ClassA Common Stock of MaxLinear,
but with the same terms and conditions, including vesting, that
applied to the award prior to the Merger. Awards with
performance-based vesting, performance options and performance
stock units with performance periods ending on or before the end
of fiscal 2017 will vest to the extent the applicable performance
criteria is achieved or the awards otherwise vest to a separate
agreement. Performance options and performance stock units with
performance periods ending in fiscal 2018 and beyond will be
assumed for an adjusted number of shares of ClassA Common Stock
of MaxLinear, at an adjusted exercise price (if applicable), with
performance deemed achieved at target as of the Merger. Following
the Merger, such assumed awards will vest over their original
time-based vesting schedule.

Exar has agreed to customary restrictions on the operations of
its business refrain from engaging in certain activities until
the Effective Time of the Merger. In addition, under the terms of
the Merger Agreement, Exar agrees not to solicit or support any
alternative acquisition proposals, subject to customary
exceptions for Exar to respond to and support unsolicited
proposals in the exercise of the fiduciary duties of the board of
directors of Exar. Notwithstanding this limitation, Exar may
under certain circumstances provide information to and
participate in discussions or negotiations with third parties
with respect to an unsolicited alternative transaction proposal
that its board of directors has determined in good faith
constitutes or is reasonably likely to lead to a superior
proposal. Exars board of directors may change its recommendation
to its stockholders (subject to MaxLinears right to terminate the
Merger Agreement following such change in recommendation) in
response to a superior proposal or an intervening event if the
board of directors determines in good faith that the failure to
take such action would be reasonably likely to constitute a
breach of its fiduciary duties under Delaware law.

The Merger Agreement contains certain termination rights for both
Exar and MaxLinear and further provides that, under certain
circumstances, Exar must pay MaxLinear a termination fee of $24.8
million and reimburse MaxLinears expenses up to $3 million upon
termination of the Merger Agreement.

The Merger Agreement has been attached as an exhibit to this
Current Report on this Form 8-K in order to provide investors and
security holders with information regarding its terms. It is not
intended to provide any other information about the parties
thereto or their respective subsidiaries and affiliates. The
representations, warranties and covenants contained in the Merger
Agreement were made only for purposes of that agreement and as of
specific dates, were solely for the benefit of the parties
thereto, may be subject to limitations agreed upon by such
parties, including being qualified by documents filed with the
SEC or by confidential disclosures made for the purposes of
allocating contractual risk between the parties thereto instead
of establishing these matters as facts, and may be subject to
standards of materiality applicable to the contracting parties
that differ from those applicable to investors and security
holders. Accordingly, the Merger Agreement is included with this
filing only to provide investors with information regarding the
terms of the Merger Agreement and is not intended to provide
investors with any other factual information regarding the
parties or their businesses. Investors should not rely on the
representations, warranties, and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the parties or any of their subsidiaries or
affiliates. Moreover, information concerning the subject matter
of the representations and warranties may change after the date
of the Merger Agreement, and any such subsequent information may
or may not be fully reflected in MaxLinears or Exars public
disclosures. The Merger Agreement should not be read alone but
should instead be read in conjunction with the other information
regarding Exar and MaxLinear that is or will be contained in, or
incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms
8-K, the Tender Offer Statement on Schedule TO, the
Solicitation/Recommendation Statement on Schedule 14D-9 and other
documents that MaxLinear and Exar have filed, or will file, with
the SEC.

The foregoing descriptions of the Merger Agreement, the Offer,
the Merger and the related ancillary agreements, and the related
transactions, are qualified in their entirety by reference to the
Merger Agreement, a copy of which is filed herewith as Exhibit
2.1 and incorporated by reference herein.

Support Agreements

As a condition and inducement to the willingness of Parent and
Merger Sub to enter into the Merger Agreement, certain
stockholders, directors, and executive officers of Exar (Key
Stockholders) have entered into support agreements with
MaxLinear (the Support Agreements), to which such Key
Stockholders have agreed, among other things, to tender their
shares in the Offer and, if required, vote their respective
shares against any alternative proposal and against any action or
agreement that would reasonably be expected to impede, interfere
with, delay, discourage, adversely affect or inhibit the timely
consummation of, the Offer, the Merger, or the other transactions
contemplated by the Merger Agreement. The Key Stockholders
currently own an aggregate of approximately 20% of the shares of
Exar common stock outstanding on the date of the Merger
Agreement. The foregoing description of the Support Agreements
does not purport to be complete and is qualified in its entirety
by reference to the form of the Support Agreements, which are
filed herewith as Exhibits 99.1 and 99.2 and are incorporated by
reference herein.

Commitment Letter

In connection with the Merger Agreement, MaxLinear entered into a
debt commitment letter (the Commitment Letter), dated as
of March28, 2017, with JPMorgan Chase Bank, N.A. (JPMCB),
Deutsche Bank AG New York Branch (DBNY and, together with
JPMCB, the Initial Lenders) and Deutsche Bank Securities
Inc. (DBSI), to which the Initial Lenders have committed
to provide a secured term loan facility in an aggregate principal
amount of up to $425,000,000, subject to the satisfaction of
certain customary closing conditions (the Debt Financing).
The facilities are available (i)to finance the Merger, refinance
certain existing indebtedness of Exar and its subsidiaries, and
fund all related transactions, (ii)to pay fees and expenses
incurred in connection therewith and (iii)for working capital and
general corporate purposes. Under the terms of the Commitment
Letter, the JPMCB and DBSI will act as joint lead arrangers and
joint bookrunning managers in connection with the Debt Financing.
The definitive documentation governing the Debt Financing has not
been finalized, and, accordingly, the actual terms may differ
from the description of such terms in the Commitment Letter.

Item8.01. Other Events

On March29, 2017, MaxLinear and Exar issued a joint press release
announcing the execution of the Merger Agreement, a copy of which
is filed herewith as Exhibit 99.3 and incorporated by reference
herein.

Additional Information and Where to Find It

In connection with the proposed merger, MaxLinear and its
subsidiary will commence the Offer and file a Tender Offer
Statement on Schedule TO with the SEC, and Exar will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC. EXAR STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE
OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER
OF TRANSMITTAL, AND CERTAIN OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT, INCLUDING ALL AMENDMENTS
TO THOSE MATERIALS. SUCH DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION, WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE TENDER OFFER. The Tender Offer
Statement and the Solicitation/Recommendation Statement will be
available without charge at the SECs website at
www.sec.gov. Free copies of these materials and certain
other offering documents will be sent to Exars stockholders by
the information agent for the Offer. These documents may also be
obtained for free by contacting MaxLinear Investor Relations at
http://investors.maxlinear.com/, at [email protected] or by
telephone at (760)517-1112 or by contacting Exar Investor
Relations at [email protected] or by telephone at
(510)668-7201. The contents of the websites referenced above are
not deemed to be incorporated by reference into the Offer
documents.

Forward-Looking Statements

This communication contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, including statements with respect
to the anticipated timing of the proposed Offer and Merger;
anticipated effects of the proposed Offer and Merger; prospects
for the combined company, including (without limitation)
expectations with respect to its addressable markets,
opportunities within those markets, and the ability of the
combined company to serve those markets; the growth strategies of
MaxLinear generally and expectations with respect to the impact
of the acquisition on MaxLinears growth strategies; expectations
with respect to the products and customers of the combined
company after the proposed Offer and Merger; strategic and
financial synergies anticipated to be realized from the proposed
Offer and Merger; and expectations for operating results of
MaxLinear and Exar for their quarters ending March31, 2017 and
April2, 2017, respectively. These statements are based on
managements current expectations and beliefs 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. Forward-looking statements may
contain words such as will be, will, expected, anticipate,
continue, or similar expressions and include the assumptions that
underlie such statements. The following factors, among others,
could cause actual results to differ materially from those
described in the forward-looking statements: failure of the Exar
stockholders to tender their shares in connection with the Offer;
failure to receive regulatory approvals; the challenges and costs
of closing, integrating, restructuring, and achieving anticipated
synergies, particularly in light of differences in the businesses
and operations of the two companies; the ability to retain key
employees, customers and suppliers; and other factors affecting
the business, operating results, and financial condition of
either MaxLinear or Exar, including those set forth in the most
recent Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, and Current Reports on Form 8-K reports filed by MaxLinear
and Exar, as applicable, with the Securities and Exchange
Commission (the SEC). All forward-looking statements are
based on the estimates, projections, and assumptions of MaxLinear
or Exar management, as applicable, as of the date hereof, and
MaxLinear and Exar are under no obligation (and expressly
disclaim any such obligation) to update or revise any
forward-looking statements whether as a result of new
information, future events, or otherwise.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

EXHIBIT INDEX

About MaxLinear, Inc. (NYSE:MXL)

MaxLinear, Inc. is a provider of integrated, radio-frequency (RF) and mixed-signal integrated circuits for broadband communications and data center, metro, and long-haul transport network applications. The Company’s RF receiver products capture and process digital and analog broadband signals to be decoded for various applications. The Company’s products enable the display of broadband video and data content in a range of electronic devices, including cable and terrestrial and satellite set-top boxes, data over cable service interface specification (DOCSIS) data and voice gateways, hybrid analog and digital televisions, satellite low-noise blocker transponders or outdoor units, and optical modules for data center, metro and long-haul transport network applications. The Company offers semiconductor products, such as RF Receivers, RF Receiver systems-on-chip (SoCs), Laser Modulator Drivers, Transimpedance Amplifiers, and Clock and Data Recovery Circuits.

MaxLinear, Inc. (NYSE:MXL) Recent Trading Information

MaxLinear, Inc. (NYSE:MXL) closed its last trading session down -0.04 at 26.51 with 521,310 shares trading hands.