Form 425 Silicon Motion Technolog Filed by: MAXLINEAR INC
10K WIZARD 6:04 AM ET 10/26/2022
archive.fast-edgar.com
Filed on: October 26, 2022
Filed by MaxLinear, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
Subject Company: Silicon Motion Technology Corporation
Commission File No.: 000-51380
This filing relates to the proposed transactions pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 5, 2022, by and among MaxLinear, Inc. (“MaxLinear”), Shark Merger Sub, a wholly owned subsidiary of MaxLinear, and Silicon Motion Technology Corporation (the “Merger”).
On October 25, 2022, MaxLinear held a conference call to discuss its financial results for the third quarter of 2022. Below are excerpted portions of a transcript of that conference call that relate to the Merger:
MaxLinear
Q3 Earnings Conference Call
October 25, 2022
Presenters
Kishore Seendripu, Ph.D., CEO
Steve Litchfield, CFO & Chief Corporate Strategy Officer
Leslie Green - Investor Relations
Q&A Participants
Quinn Bolton – Needham & Co.
Tore Svanberg – Stifel
Gary Mobley – Wells Fargo Securities
Alessandra Vecchi – William Blair
David Williams – Benchmark
Christopher Rolland – Susquehanna Financial Group
Ananda Baruah – Loop Capital
Suji DeSilva – ROTH Capital
Tore Svanberg – Stifel
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Steve Litchfield
I want to give you an update on the status of our pending acquisition of Silicon Motion.
On August 31st, Silicon Motion shareholders approved the acquisition. In addition, during Q3, we converted to filing under the normal procedure with SAMR. We are progressing through the process and believe we remain on track for a mid-2023 close. We have fully committed financing for this transaction and are actively working to optimize the debt structure to lower our expected cost of capital.
We are excited about the opportunities for our combined business and look forward to bringing our two technology focused cultures together soon.
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David Williams (Benchmark)
Fantastic. Thanks so much. And then here's one that I'm not sure that that you'll be able to answer, but just kind of thinking about the SIMO acquisition, and maybe some of the recent restrictions that have gone into place, it seems like that could be a potential headwind for the SIMO business. How do you think about that? Is there anything that's changed, I guess, from your valuation, or just kind of how you're thinking about that transaction? And anything meaningful there that you could share?
Kishore Seendripu
Look. I mean, we - I don't think this is a question even I can answer, right, satisfactorily. So I think we believe that it's an incredibly strategic acquisition for us, Silicon Motion. It really catapults us into a very scaled, business with a real presence in one of the largest TAMs in the world for silicon, mainly the storage markets. Be it today Silicon Motion's consumer markets, but really, the goal is really to expand. Almost zero footprint into enterprise with our presence in the United States.
So--and if you couple with the Panther product that we just talked about, it's really a nice entry along with our agent gig PAM4 and 400 gig PAM4 to the cloud data center markets as well. So I think it's a very exciting strategic market beyond the benefits of scale on the supplier side it will provide us. So we remain optimistic and we are really, really waiting anxiously to hear back in terms of when this thing will close, while being cautionary about the timelines.
So no change in our view over the value of the transaction. And we wouldn't have done it in the first place if we weren't that convinced. We don't do - we will not get into something we don't have real firm conviction and belief in. So pretty excited, and the business--and their business seem to be not doing anything more adverse than we had planned for, because even at the time of the acquisition, there were some headwinds in the market in the normal cycle for storage and consumer products. So we are comfortable where things are.
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In addition, on October 25, 2022, the Company released an updated investor presentation that discusses its financial results for the third quarter of 2022. The following are the portions of that presentation that discuss the Merger:
Q3'22 Update on Acquisition of Silicon Motion • Acquisition is progressing with projected close in second or third quarter 2023 • Announced that the waiting period under the Hart - Scott - Rodino Antitrust Improvements Act of 1976 expired on June 27, 2022 • Filed simplified filing with China's State Administration for Market Regulation (SAMR) on July 6 and subsequently refiled under normal procedures • Silicon Motion securityholders approved merger on August 31 (no approval required by MaxLinear stockholders) • Debt financing is secured, subject to customary closing conditions, with focus on optimizing structure
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On October 25, 2022, MaxLinear also filed a press release that discussed its financial results for the third quarter of 2022. The following portion of that press release discusses the Merger.
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“In the third quarter, we demonstrated strong execution with revenue up 2% sequentially and up 24% year-over-year. In particular, both Wi-Fi and ethernet delivered substantial sequential and year-over-year growth, while gateway access and wireless infrastructure contributed to solid year-over-year growth. Our connectivity category more than doubled year-over-year, driven by our differentiated Wi-Fi6 feature set, and we continue to be on a firm trajectory to deliver at least $200 million of Wi-Fi revenue in 2023. Our quarterly results included strong cash flow from operations of approximately $62 million and non-GAAP gross margin of 62.0%. We are looking forward to our pending merger with Silicon Motion, and are excited for the future growth opportunities of our comprehensive product portfolio,” commented Kishore Seendripu, Ph.D., Chairman and CEO. |
