Status: Mitigation
Acquirer: Marvell Technology Group Ltd. (Bermuda)
Acquired: Cavium, Inc. (US)
Value: Approx. US$6 billion
Industry: Semiconductors
UPDATE: In a June 6, 2019 quarterly report filed with the SEC, Marvell Technology Group Ltd. stated that “[i]n connection with the Cavium acquisition, we have been subject to regulatory conditions imposed by the Committee on Foreign Investment in the United States (CFIUS) pursuant to a Letter of Assurance (LA) where we have agreed to implement certain cyber security, physical security and training measures to protect national security, which may materially and adversely affect our operating results due to the increased cost of compliance with these measures.” (Marvell Technology Group Ltd., Form 10-Q, SEC Filing, Jun. 6, 2019).
Posted on May 25, 2018
Status: Clearance
On May 24, 2018, Marvell Technology Group Ltd. “issued a press release announcing that it has received written communication from the Committee on Foreign Investment in the United States (“CFIUS”) that CFIUS has completed its review of the Company’s previously announced merger transaction with Cavium, Inc. (the “Merger”) and determined that there are no unresolved national security concerns with respect to the Merger.” (Marvell Technology Group Ltd. Form 8-K, May 24, 2018, SEC Filing.) The parties intend to close mid-calendar year of 2018. (See id.)
Posted on March 1, 2018
Status: Pending
On February 20, 2018, Cavium sent an update to its employees on its pending acquisition by Marvell Technology Group in which it stated that “Marvell and Cavium are continuing to work through the merger clearance process with the Committee on Foreign Investment in the United States (CFIUS) and China’s Ministry of Foreign Commerce (MOFCOM) and both are progressing as planned.” (Cavium, Inc., Form 425, Feb. 21, 2018, SEC Filing.)
Posted on January 24, 2018
Status: Pending
According to a recent regulatory filing by Cavium, Inc., in relation to its pending acquisition by Marvell Technology Group, Ltd., the parties’ “legal teams have begun the various regulatory filings required to complete the transaction, including those for the Committee on Foreign Investment in the United States … .” (Cavium Form 425, Jan. 22, 2018, SEC Filing.)
Posted on November 21, 2017
Status: Upcoming/New Filing
On November 19, 2017, California based semiconductor company Marvell Technology Group Ltd., offering storage, network infrastructure, and wireless connectivity solutions, entered into a merger agreement with semiconductor company Cavium, Inc., a Delaware corporation providing “solutions for compute, security, storage, switching, connectivity and baseband processing,” pursuant to which Cavium will become a wholly owned subsidiary of Marvell Technology Group. (See Marvell Technology Press Release, Marvell and Cavium to Combine Creating an Infrastructure Solutions Powerhouse, Nov. 20, 2017; Marvell Technology Group Ltd. Form 8-K, Nov. 20, 2017, SEC Filing.) The transaction will combine “Marvell’s portfolio of leading HDD and SSD storage controllers, networking solutions and high-performance wireless connectivity products with Cavium’s portfolio of leading multi-core processing, networking communications, storage connectivity and security solutions.” (Marvell Technology Press Release, Marvell and Cavium to Combine Creating an Infrastructure Solutions Powerhouse, Nov. 20, 2017.)
Under the agreement, CFIUS clearance is a condition to closing. (See Agreement and Plan of Merger, §§ 5.4, 6.7(b), Marvell Technology Group Ltd. Form 8-K, Ex-2.1, Nov. 2017, SEC Filing.) If the deal is terminated as a result of CFIUS blocking the transaction, failure to obtain CFIUS clearance by November 19, 2018, or because of a material breach of obligations to obtain CFIUS clearance by Marvell Technology Group, then Marvell Technology Group may be obligated to pay Cavium a termination fee of $180 million. (See id., § 8.3(f)).
