Current Report Filing (8-k)
21 May 2019 - 6:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 2019
MARVELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in its charter)
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Bermuda
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000-30877
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77-0481679
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Canons Court
22 Victoria Street
Hamilton HM 12
Bermuda
(Address of principal executive offices)
(441)
296-6395
(Registrants telephone number, including area code)
N/A
(Former name or
former address, if changed since last report.)
Check the appropriate box below
if the
Form 8-K
filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Shares
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MRVL
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The Nasdaq Stock Market, LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
On May 20, 2019, Marvell issued a press release announcing that it has entered into a definitive agreement to purchase Avera
Semiconductor, the Application Specific Integrated Circuit (ASIC) business of GLOBALFOUNDRIES for $650 million in cash at closing plus an additional $90 million in cash if certain business conditions are satisfied within the next 15
months. The transaction is expected to close by the end of Marvells fiscal year 2020 subject to regulatory approval as well as other customary closing conditions. A copy of the press release is furnished herewith as Exhibit 99.1 and is
incorporated by reference herein.
Item 9.01
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Financial Statements and Exhibits.
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Forward-Looking Statements
Cautionary Statement Regarding Forward Looking Statements
This Form
8-K
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by phrases such as Marvell believes, expects, anticipates,
foresees, forecasts, estimates or other words or phrases of similar import. Similarly, statements herein that describe the proposed acquisition are forward-looking statements. It is uncertain whether any of the
events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of or the price of Marvell stock. These forward-looking statements
involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: the ability of the parties to consummate the proposed transaction and
the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals at all or in a timely manner; and the other risks and important factors contained and identified in
Marvells most recent Annual Report on Form
10-K,
and other Securities and Exchange Commission filings of Marvell, that could cause actual results to differ materially from the forward-looking statements.
The forward-looking statements included in this Form
8-K
are made only as of the date of this Form
8-K.
Marvell does not undertake any obligation to update the
forward-looking statements to reflect subsequent events or circumstances.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: May 20, 2019
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MARVELL TECHNOLOGY GROUP LTD
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By:
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/s/ Mitchell Gaynor
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Mitchell Gaynor
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Executive Vice President, Chief Administration
and Legal Officer and Secretary
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