Status: Clearance
Acquirer: Marvell Technology Group, Ltd. (Bermuda)
Acquired: Aquantia Corp. (US)
Value: US$452 Million
Industry: Semiconductors; Network and Data Solutions
UPDATE: “On September 19, 2019, Marvell issued a press release announcing that it completed the acquisition of Aquantia. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.” (Marvell Technology Group Ltd. Form 8-K, Sept. 19 2019, SEC Filing.) Under the agreement, CFIUS clearance was a condition to closing. (See Agreement and Plan of Merger, §§ 5.8, 6.6(b), 7.5, Aquantia Corp., Schedule 13D, Ex-99.1, SEC Filing, May 6, 2019.)
Posted on June 28, 2019
Status: Pending
On May 6, 2019, Marvell Technology Group, Ltd. (NASDAQ: MRVL), a semiconductor company organized under the laws of Bermuda that operates out of Santa Clara, California, and Aquantia Corp. (NYSE: AQ), a San Jose based technology company providing Multi-Gig connectivity products and services, entered into a merger agreement pursuant to which Antigua Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Marvell Technology Group, will merge with and into Aquantia Corp., with Aquantia Corp. surviving as a wholly owned subsidiary of Marvell Technology Group. (See Agreement and Plan of Merger, Aquantia Corp., Schedule 13D, Ex-99.1, SEC Filing, May 16, 2019.) Under the agreement, Marvell will purchase all outstanding shares of Aquantia common stock at a rate of $13.25 per share, approximating $452 million in transaction value. (See Marvell Technology Group Ltd., Form 8-K, Ex-99.1, SEC Filing, May 6, 2019.) According to Marvell Technology Group, the transaction “creates the broadest and most advanced range of high-speed in-car networking solutions in the world,” by combining “Aquantia’s innovative Multi-gig automotive PHYs” with “Marvell’s industry-leading gigabit PHY and secure switch products.” (Id.)
The merger agreement requires the filing of an abbreviated mandatory declaration filing (under the CFIUS Pilot Program), and then a full CFIUS filing if necessary to obtain clearance. (See Section 5.8(a), Agreement and Plan of Merger, Aquantia Corp., Schedule 13D, Ex-99.1, SEC Filing, May 6, 2019.) Under the agreement, CFIUS clearance is a condition to closing. (See Agreement and Plan of Merger, §§ 5.8, 6.6(b), 7.5, Aquantia Corp., Schedule 13D, Ex-99.1, SEC Filing, May 6, 2019.) The parties submitted a declaration filing to CFIUS on May 23, 2019. (See Aquantia Corp., Schedule 14A, SEC Filing, June 10, 2019.) “On June 25, 2019, CFIUS informed Aquantia and Parent that CFIUS requests that the parties file a Joint Voluntary Notice.” (Aquantia Corp. Schedule 14A, June 28, 2019, SEC Filing.)
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