MaxLinear, Inc. Completes Acquisition of Exar
12 May 2017 - 11:07PM
MaxLinear, Inc. (NYSE:MXL), a leading provider of radio frequency
(RF) and mixed-signal integrated circuits for cable and satellite
broadband communications, the connected home, data center, metro,
long-haul fiber networks, and wireless infrastructure, today
announced that it has completed its previously announced
acquisition of Exar, Inc. (NYSE:EXAR) (or “Exar”).
The transaction was conducted by means of a tender offer (the
“Offer”) to acquire all of the outstanding shares of common stock
of Exar (“Shares”) for a purchase price of $13.00 per share,
followed by a second-step merger. The Offer expired at 12:00
midnight (Eastern Time) at the end of May 11, 2017. As of the
expiration of the Offer, a total of 44,385,399 Shares had been
validly tendered into and not withdrawn pursuant to the Offer,
representing approximately 85.4% of the outstanding Shares.
An additional 895,150 Shares had been tendered by notice of
guaranteed delivery, representing approximately 1.7% of the
outstanding Shares at such time. Following the acceptance of Shares
tendered in the Offer, Purchaser acquired sufficient Shares to
consummate the Merger without a vote of Exar’s stockholders and on
May 12, 2017, following acceptance of the tendered Shares, a
subsidiary of MaxLinear merged with and into Exar, with Exar
surviving as a wholly-owned subsidiary of MaxLinear.
According to the merger agreement, Exar stockholders will receive
$13.00 for each Share outstanding immediately prior to the
effective time of the merger. MaxLinear paid approximately $687
million in cash in connection with the acquisition.
The acquisition significantly furthers MaxLinear’s strategic
goals of increasing revenue scale, diversifying revenues by end
customers and addressable markets, and expanding its analog and
mixed-signal footprint on existing tier-1 customer platforms. Exar
adds a diverse portfolio of high performance analog and
mixed-signal products constituting power management and interface
technologies that are ubiquitous functions in wireless and wireline
communications infrastructure, broadband access, industrial,
enterprise networking, and automotive platforms. MaxLinear intends
to leverage combined technological expertise, cross-selling
opportunities and distribution channels to significantly expand its
serviceable addressable market.
“We are pleased to complete the acquisition of Exar,” said Dr.
Kishore Seendripu, CEO of MaxLinear. “Exar’s talented team and
expertise in power management and interface technologies will
enable us to more effectively serve our customers and furthers
our goal of increased scale and diversification."
About MaxLinear
MaxLinear, Inc. (NYSE:MXL) is a leading provider of radio
frequency (RF) and mixed-signal integrated circuits for cable and
satellite broadband communications, the connected home, data
center, metro, long-haul fiber networks, and wireless
infrastructure markets. MaxLinear is headquartered in Carlsbad,
California. For more information, please visit
www.maxlinear.com.
MXL is MaxLinear’s registered trademark. Other trademarks
appearing herein are the property of their respective owners.
Cautionary Note Concerning 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 effects of the recently completed
acquisition of Exar; 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 MaxLinear’s growth strategies; and expectations
with respect to the products and customers of the combined company
after the recently completed acquisition of Exar. These statements
are based on management’s 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: 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 management, as
applicable, as of the date hereof, and MaxLinear is 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.
MaxLinear, Inc. Investor Relations Contact:
Gideon Massey
Investor Relations Specialist
Tel: 949-333-0056
gmassey@maxlinear.com
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