Santa Clara, California (February 21, 2006) – arvell (NASDAQ: MRVL), the leader in development of storage, communications, and consumer silicon solutions, today announced a definitive agreement to acquire the printer semiconductor business of Avago Technologies.
Avago Technologies is the world’s largest privately held semiconductor company, with 6,500 employees and net revenue of $1.8 billion in fiscal 2005. Avago provides an extensive range of analog, mixed-signal and optoelectronic components and subsystems to more than 40,000 customers worldwide. Avago’s Printer ASICs business is a leading supplier of system-on-chip and system level solutions for both inkjet and laser jet printer systems.
“With this transaction, we are very excited to have this talented and experienced team join the Marvell family,” stated Dr. Sehat Sutardja, Marvell's President and CEO. “We also look forward to the opportunity to further expand the performance and capabilities of these advanced printer solutions by leveraging our broad portfolio of complementary high performance technology.”
Under the terms of the definitive agreement, Marvell will pay $240 million in cash upon closing. The acquisition is expected to close within sixty days following the satisfaction of regulatory requirements and other customary closing conditions. Additionally, in accordance with the definitive agreement, Marvell may pay an additional $35 million upon certain defined milestones being achieved. Upon closing, Marvell may record a one-time charge for purchased in-process research and development expenses. The amount of that charge, if any, has not yet been determined. On a pro forma basis excluding the amortization and write-off of acquired intangible assets and stock-based compensation, the transaction is expected to be accretive to Marvell’s earnings per share.
Marvell (NASDAQ: MRVL) is the leader in development of storage, communications and consumer silicon solutions. The Company’s diverse product portfolio includes switching, transceiver, communications controller, wireless, and storage solutions that power the entire communications infrastructure, including enterprise, metro, home, and storage networking. As used in this release, the terms “Company” and “Marvell” refer to Marvell Technology Group Ltd. and its subsidiaries, including Marvell Semiconductor, Inc. (MSI), Marvell Asia Pte Ltd (MAPL), Marvell Japan K.K., Marvell Taiwan Ltd., Marvell International Ltd. (MIL), Marvell U.K. Limited, Marvell Semiconductor Israel Ltd. (MSIL), RADLAN Computer Communications Ltd., and SysKonnect GmbH. MSI is headquartered in Santa Clara, Calif., and designs, develops and markets products on behalf of MIL and MAPL. MSI may be contacted at (408) 222-2500 or at www.marvell.com.
This release contains forward-looking statements based on projections and assumptions about our products and our markets. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will," "should," and their variations identify forward-looking statements. Statements that refer to, or are based on projections, uncertain events or assumptions also identify forward-looking statements. Forward-looking statements include statements regarding the timing of the expected closing of the acquisition, the recording of a charge for in-process research and development, and the expected financial effect of the acquisition on pro forma earnings per share. These statements are not guarantees of results and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risk we may not realize the anticipated benefits of the acquisition and retain the customer relationship of the printer semiconductor business, the risk that the acquisition may not result in accretion to our pro forma earnings per share, risks relating to the timing of the completion of the acquisition and satisfaction of conditions to closing of the acquisition, and risks associated with acquisitions, including the ability to successfully integrate the acquired technologies or operations, potential diversion of management’s attention and our ability to retain key employees of acquired businesses. For other factors that could cause Marvell's results to vary from expectations, please see the risks detailed from time to time in Marvell’s filings with the Securities and Exchange Commission, including its quarterly report on Form 10-Q for the fiscal quarter ended October 29, 2005. We undertake no obligation to revise or update publicly any forward-looking statements.
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