The Parent is MXL, the Company is SIMO.
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Termination Fees
Termination Fee Payable by the Company
Under the Merger Agreement, the Company will be required to pay Parent a termination fee equal to
$132 million if:
the Merger Agreement is terminated by the Company in connection with the Company Board’s acceptance of a Superior Proposal;
the Merger Agreement is terminated by Parent in connection with a Company Change of Recommendation
or the Company’s willful and material breach of its no solicitation obligations with respect to Competing
Proposals; or if the Merger Agreement is (i)(a) terminated by Parent or the Company in connection with a failure to obtained the requisite Company shareholder approval of the Merger Agreement, the Merger and the consummation of the Transactions or the Effective Time having not occurred by the Outside Date, as it may be extended, or (b) by Parent in connection with a breach of the Company’s representations, warranties or covenants in the Merger Agreement, (ii) after the date of the Merger Agreement and prior to the extraordinary general meeting, a bona fide Competing Proposal was received by the Company or was
publicly announced and not withdrawn prior to the date the Merger Agreement was terminated and
(iii) within twelve (12) months after the date of such termination the Company enters into a definitive
agreement with respect to, or consummates a transaction contemplated by, any Competing Proposal.
Termination Fee Payable by Parent
There's nothing above that says SIMO will owe money to MXL if the deal doesn't close in time (see bolded wording below.....
Parent will be required to pay the Company a termination fee equal to $160 million if the Merger Agreement
(i) is terminated by Parent or the Company in connection with (a) a court or other government entity of competent jurisdiction having issued a final and non-appealable material order pursuant to a regulatory law, adopted or caused to be effective any material regulatory law or taken any other final and nonappealable
material action pursuant to a regulatory law, in each case, permanently restraining, enjoining or
otherwise prohibiting the consummation of the Merger or (b) the Effective Time having not occurred by the Outside Date, as it may be extended, and, in each case, (ii) at the time of such termination, (a) all of the conditions to Closing, other than certain exceptions related to regulatory matters contained in the Merger Agreement, have been satisfied or are capable of being satisfied at or prior to Closing or have been waived, and (b) the Company is not in material breach of any representation, warranty, covenant or other agreement set forth in the Merger Agreement where such breach is the primary cause of the failure of any condition to the Merger Agreement being satisfied..
The bolded bit says if Aug 7th rolls around and the two companies choose not to extend the deal, then MXL must pay SIMO $160m. |
