CAVIUM, INC. (NASDAQ:CAVM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
| • | the Merger has not been consummated on or prior to the Outside Date and all of Parent’s closing conditions (other than closing conditions with respect to delivery of an officers’ certificate, the receipt of approval of CFIUS and MOFCOM with respect to the transaction and the listing of Parent Shares to be issued in connection with the Merger) have been satisfied as of the time of termination (the termination fee described in this paragraph being referred to as the “CFIUS Termination Fee”). |
| • | each outstanding and vested Company RSU, and each outstanding Company RSU held by a non-employee member of the Company’s board of directors immediately prior to the effective time of the Merger, whether vested or unvested, will be cancelled and extinguished in exchange for the payment applicable to such cancelled Company RSUs comprised of an amount in cash, and a number of Parent Shares based on an exchange ratio, as set forth in the Merger Agreement, and |
| • | each outstanding and unvested Company performance-based restricted stock unit (“Company PRSU”) will be assumed and converted into a Parent performance restricted stock unit (“Converted PRSU”) with the vesting schedule applicable to such Converted PRSUs based on the vesting date set forth in the award agreement applicable to such Company PRSUs prior to the effective time of the Merger, subject only to the continued service of the grantee with the Company, Parent or any of their respective affiliates through the applicable vesting date and with the number of Parent Shares subject to the Converted PRSUs equal to the product obtained by multiplying: (i)the target number of Company Shares subject to such Company PRSU by (ii)a conversion ratio set forth in the Merger Agreement. |
On November19, 2017, the Board of Directors of the Company approved retention bonus agreements for our named executive officers, to which each executive will receive a lump sum payment (the “Retention Bonus”) equal to six months of the executive’s base salary following the earlier to occur of the (i)Closing Date (as defined in the Merger Agreement) or (ii)the Outside Date, provided that with respect to (ii), Marvell shall have been required to pay a termination fee consistent with Section8.3 of the Merger Agreement (such payment date, if any, the “Payment Date”). To receive the Retention Bonus, the executive must remain employed through applicable Payment Date, provided that the executive will receive the Retention Bonus if his employment is terminated without cause (as defined in the retention bonus agreements) prior to the Payment Date.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Marvell and Cavium, 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 document, including but not limited to: (i)the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect Cavium’s business and the price of its common stock and/or Marvell’s business and the price of its common shares, (ii)the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the stockholders of Cavium, the approval of the issuance of Marvell shares in the transaction by the shareholders of Marvell, and the receipt of certain governmental and regulatory approvals, (iii)the failure of Marvell to obtain the necessary financing to the arrangements set forth in the debt commitment letters delivered to the Merger Agreement or otherwise, (iv)the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (v)the effect of the announcement or pendency of the transaction on Cavium’s business relationships, operating results, and business generally, (vi)risks that the proposed transaction disrupts current plans and operations of Cavium or Marvell and potential difficulties in Cavium employee retention as a result of the transaction, (vii)risks related to diverting management’s attention from Cavium’s ongoing business operations, (viii)the outcome of any legal proceedings that may be instituted against Marvell or against Cavium related to the Merger Agreement or the transaction, (ix)the ability of Marvell to successfully integrate Cavium’s operations and product lines, (x)the ability of Marvell to implement its plans, forecasts, and other expectations with respect to Cavium’s business after the completion of the proposed Merger and realize the anticipated synergies and cost savings in the time frame anticipated or at all, and identify and realize additional opportunities, and (xi)the risk of downturns in the highly cyclical semiconductor industry. 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 Cavium 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 Cavium 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 Cavium gives any assurance that either Marvell or Cavium will achieve its expectations.
Additional Information and Where to Find It
This document relates to a proposed transaction between Marvell and Cavium. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Marvell intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus of Marvell and a joint proxy statement of
Cavium and Marvell referred to as a joint proxy statement/prospectus. A joint proxy statement/prospectus will be sent to all Cavium stockholders and all Marvell shareholders. Each party also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of Cavium and investors and security holders of Marvell are urged to read the registration statement, the 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 and security holders will be able to obtain free copies of the registration statement, the joint proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Marvell or Cavium 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 Marvell’s website at www.marvell.com or upon written request to Marvell at 5488 Marvell Lane, Santa Clara, CA 95054.
The documents filed by Cavium with the SEC also may be obtained free of charge at Cavium’s website at www.cavium.com or upon written request to 2315 North First Street, San Jose, CA 95131.
For more information, investors are encouraged to visit http://MarvellCavium.transactionannouncement.com.
Participants in Solicitation
Marvell, Cavium and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Cavium’s stockholders and from Marvell’s shareholders in connection with the proposed transaction. Information about Cavium’s directors and executive officers and their ownership of Cavium’s common stock is set forth in Cavium’s proxy statement for its 2017 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April27, 2017. To the extent that holdings of Cavium’s securities have changed since the amounts printed in Cavium’s proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information about Marvell’s directors and executive officers is set forth in Marvell’s proxy statement for its 2017 Annual Meeting of Shareholders on Schedule 14A filed with the SEC on May3, 2017. 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.
| Item 1.01 | Financial Statements and Exhibits. |
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Exhibit |
Description |
| 2.1 | Agreement and Plan of Merger, dated as of November19, 2017, by and among Marvell Technology Group Ltd., Kauai Acquisition Corp. and Cavium, Inc.* |
| 10.1 | Voting Agreement, dated as of November19, 2017, by and between Marvell Technology Group Ltd. and Syed B. Ali. |
| 10.2 | Voting Agreement, dated as of November19, 2017, by and between the Company and certain shareholders of Marvell Technology Group Ltd. |
| * | to Item 601(b)(2) of Regulation S-K, certain exhibits and schedules have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request. |
CAVIUM, INC. ExhibitEX-2.1 2 d499385dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among: MARVELL TECHNOLOGY GROUP LTD.,…To view the full exhibit click here
About CAVIUM, INC. (NASDAQ:CAVM)
Cavium, Inc. is a provider of semiconductor processors, which enables processing for wired and wireless networking, communications, storage, cloud, wireless, security, video and connected home and office applications. The Company’s products include OCTEON, OCTEON Fusion, OCTEON XL, LiquidIO, NITROX, NEURON Search, ThunderX, Xpliant and XPA. It serves providers of networking equipment that sell into the enterprise, datacenter, service provider, and broadband and consumer markets. In the enterprise market, its products are used in routers, switches, wireless local area networks and unified threat management (UTM). In the datacenter market, its products are used in servers and server load balancers. In the service provider market in wired infrastructure, its products are used in edge routers, cable modem termination system head-ends and media gateways, and in wireless infrastructure. In the broadband and consumer market, its products are used in home gateways and UTM, among others.