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This excerpt taken from the MRVL 8-K filed Nov 14, 2006. Item 2.01 Completion of Acquisition or Disposition of Assets. On November 8, 2006, the Company completed the acquisition of the communications and application processor business (the Business) of Intel. The acquisition was completed in accordance with the terms and conditions of an Asset Purchase Agreement dated June 26, 2006 between the Company and Intel (the Asset Purchase Agreement). Under the terms of the Asset Purchase Agreement, the Company acquired certain assets and intellectual property of Intel related to the Business in exchange for $600 million in cash and the assumption of certain liabilities. The source of the funds for the $600 million cash purchase price included existing cash, cash equivalents and marketable securities, and the $400 million borrowed under the Credit Agreement as described in Item 2.03. In connection with the acquisition, the parties entered into several ancillary agreements, including a transition services agreement and a supply agreement, which are designed to ensure a smooth transition of the Business to the Company and to enable Intel to continue manufacturing products for the Business until the Company can arrange other manufacturing resources. The foregoing description of the Asset Purchase Agreement is qualified in its entirety to the full text of the Asset Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. This excerpt taken from the MRVL 8-K filed Nov 4, 2005. Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 4, 2005, Marvell Technology Group Ltd. (Marvell) completed the acquisition of the Hard Disk and Tape Drive Controller semiconductor business of QLogic Corporation (QLogic). The acquisition was completed in accordance with the terms and conditions of an Asset Purchase Agreement dated August 29, 2005 (the Agreement). Under the terms of the Agreement, in exchange for certain assets and intellectual property of QLogic, Marvell paid $180 million in cash and issued 980,499 shares of its common stock to QLogic. Pursuant to the Agreement, on the closing date, Marvell placed a portion of the shares in escrow as security for indemnification rights of Marvell under the Agreement. The shares of Marvell common stock were issued pursuant to an exemption under the Securities Act of 1933.
In connection with the closing of the acquisition, Marvell entered into a Registration Rights Agreement (the Registration Rights Agreement) granting certain registration rights to QLogic. Under the Registration Rights Agreement, Marvell agreed to file, within 10 business days after the closing date, and, subject to certain grace periods, to use its reasonable best efforts to cause to become effective on or prior to that date that is 120 days after the closing, a registration statement on Form S-3 with the Securities and Exchange Commission covering the resale of the 980,499 shares of Marvell common stock issued to QLogic pursuant to such acquisition.
The foregoing description of the Agreement is qualified in its entirety by the full text of the Agreement, a copy of which was filed with Marvells Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2005 as an exhibit and is incorporated herein by reference. The foregoing description of the Registration Rights Agreement is qualified in its entirety by the full text of such Registration Rights Agreement, a copy of which is attached hereto as an exhibit and is incorporated herein by reference.
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