Marvell Technology Group (MRVL)

Note 14. Subsequent Event

Shareholder Derivative Litigation

On May 21, 2009, the United States District Court for the Northern District of California issued an order preliminarily approving the settlement. A hearing to determine whether the court should issue an order finally approving the proposed settlement has been scheduled for July 17, 2009.

Class Action Securities Litigation

On June 9, 2009, the Company entered into an agreement to resolve a shareholder class action lawsuit filed against the Company and certain of its former and current officers and directors relating to the Company’s historic stock option granting practices. The settlement provides for a payment by the Company to the class of $72 million. The class action settlement is subject to preliminary and then, following notice to class members, final approval by the United States District Court for the Northern District of California.

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements include, without limitation, statements regarding our expectations, beliefs, intentions or strategies regarding the future. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results to differ materially from those implied by the forward-looking statements. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “can,” and similar expressions identify such forward-looking statements. These are statements that relate to future periods and include statements relating to our anticipation that the rate of new orders and shipments will vary significantly from quarter to quarter; industry trends; our anticipation that the total amount of sales through distributors will increase in future periods; our expectation that a significant percentage of our sales will continue to come from direct sales to key customers; our expectations regarding the number of days in inventory, inventory levels and levels of accounts receivable; our expectations regarding competition; our expectation regarding decreases in average selling prices; our continued efforts relating to the protection of our intellectual property; our expectations regarding the amount of customer concentration in the future; our expectations regarding the amount of our future sales in Asia; our expectation regarding the effect of auction rate securities on our working capital needs or other requirements; our expected results, cash flows, and expenses, including those related to research and development, sales and marketing and general and administrative; our intention to make acquisitions, investments, strategic alliances and joint ventures; our expectations regarding revenue in the second quarter of fiscal 2010 compared with the revenue in the first quarter of fiscal 2010; our expectations regarding the impact of legal proceedings and claims; our expectations regarding the adequacy of our capital resources, capital expenditures, investment requirements and commitments to meet our capital needs for the next 12 months; our plan to attract and retain highly skilled personnel; our expectations regarding the growth in business and operations; our plan regarding

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forward exchange contracts; the effect of recent accounting pronouncements and changes in taxation rules; our plan of sourcing certain legacy application processor cellular and handset inventory from Intel; and our plan to reduce the global workforce. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements. Factors that could cause actual results to differ materially from those predicted, include but are not limited to, the impact of the recent worldwide financial crisis; the international conflict and continued economic volatility in either domestic or foreign markets; the outcome and impact of the litigation related to our historic stock option granting practices; our dependence upon the hard disk drive industry which is highly cyclical; our ability to scale our operations in response to changes in demand for existing or new products and services; our maintenance of an effective system of internal controls; our dependence on a small number of customers; our ability to develop new and enhanced products; our success in integrating businesses we acquire and the impact such acquisitions may have on our operating results; our ability to estimate customer demand accurately; the success of our strategic relationships with customers; our reliance on independent foundries and subcontractors for the manufacture, assembly and testing of our products; our ability to manage future growth; the development and evolution of markets for our integrated circuits; our ability to protect our intellectual property; the impact of any change in our application of the United States federal income tax laws and the loss of any beneficial tax treatment that we currently enjoy; the impact of changes in international financial and regulatory conditions; the impact of changes in management; and the outcome of pending or future litigation and legal proceedings. Additional factors which could cause actual results to differ materially include those set forth in the following discussion, as well as the risks discussed in Part II, Item 1A, “Risk Factors.” and other sections of this Quarterly Report on Form 10-Q. These forward-looking statements speak only as of the date hereof. Unless required by law, we undertake no obligation to update any forward-looking statements.

Note 14. Subsequent Event

On November 4, 2008, the Company made a full repayment of $191.9 million outstanding in the form of term loans under the credit agreement dated November 8, 2006, among the Company, the lenders party thereto, Credit Suisse, Cayman Islands Branch, as administrative agent, LaSalle Bank National Association, as syndication agent, and Keybank National Association and Commerzbank AG, as co-documentation agents.  The Company will write-off $2.0 million of remaining unamortized debt issuance costs to interest expense in the fourth quarter of fiscal 2009.

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Note 15 — Subsequent Event

        In March 2008, the Company reached an agreement with its directors and officers liability insurance carriers whereby the carriers will pay the Company an amount to resolve coverage dispute in connection with various securities actions, various related investigations and other matters. This amount will be recorded as an operating gain in the first quarter of fiscal 2009, the period when the amount became realizable.

Note 15 — Subsequent Event

        In March 2008, the Company reached an agreement with its directors and officers liability insurance carriers whereby the carriers will pay the Company an amount
to resolve coverage dispute in connection with various securities actions, various related investigations and other matters. This amount will be recorded as an operating gain in the first quarter of
fiscal 2009, the period when the amount became realizable.

Note 4.  Subsequent Event

On August 29, 2005, QLogic entered into a definitive agreement to sell the Business to Marvell Technology Group Ltd. (“Marvell”) for $225 million, consisting of $180 million in cash and $45 million in Marvell’s common stock.  The agreement provides for $12 million of the consideration to be placed in escrow to secure QLogic’s obligations under certain representation and warranty provisions.  The transaction was completed on November 4, 2005.

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8. Subsequent Event

On November 4, 2005, the Company 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, the Company paid $180.0 million in cash and issued 980,499 shares of its common stock to QLogic valued at $45.0 million for total consideration of $225.0 million.  Pursuant to the Agreement, on the closing date, the Company placed a portion of the shares in escrow as security for its indemnification rights under the Agreement.  The shares of Company common stock were issued pursuant to an exemption under the Securities Act of 1933.

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8. Subsequent Event

On August 29, 2005, the Company announced that it had signed a definitive agreement to acquire the hard disk and tape drive controller semiconductor business of QLogic Corporation.  Under terms of the agreement, the Company will issue a combination of $180.0 million in cash and shares of the Company’s common stock valued at $45.0 million for total consideration of $225.0 million.  The Company may record a one-time charge for purchased in-process research and development expenses related to the acquisition.  The amount of that charge, if any, and the period in which it would be recorded has not yet been determined.

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Note 14 — Subsequent Event:

        On February 28, 2005 and as amended on March 31, 2005, the Company entered into an agreement with a foundry to reserve and secure foundry fabrication capacity for a fixed number of wafers at agreed upon prices for a period of five and a half years beginning on July 1, 2005. In return, the Company agreed to pay the foundry $174.2 million over a period of 18 months beginning on April 15, 2005.

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