On May 5, 2022, MaxLinear, Inc., a leading provider of radio frequency (RF), analog, and mixed-signal integrated circuits for broadband, connectivity, and infrastructure markets, and Silicon Motion, a global leader in NAND flash controllers for solid state storage devices, announced that they have entered into a definitive agreement under which MaxLinear will acquire Silicon Motion in a cash and stock transaction that values Silicon Motion at $3.8 billion (based on the closing price of MaxLinear shares on May 4, 2022. Wilson Sonsini Goodrich & Rosati is representing MaxLinear in the transaction.
Under the terms of the definitive agreement, the transaction consideration will consist of $93.54 in cash and 0.388 shares of MaxLinear stock for each Silicon Motion ADS (American Depositary Share) and $23.385 in cash and 0.097 shares of MaxLinear common stock for each Silicon Motion ordinary share not represented by an ADS. Upon closing of the transaction, MaxLinear shareholders will own approximately 86 percent of the combined company and Silicon Motion stockholders will own approximately 14 percent of the combined company. MaxLinear intends to fund the $3.1 billion of cash consideration with cash on hand from the combined companies and fully committed debt financing from Wells Fargo Bank, N.A. The transaction is not subject to any financing conditions and is expected to close by the first half of calendar 2023, pending satisfaction of customary closing conditions, including Silicon Motion shareholders’ approval and regulatory approvals in various jurisdictions.
The strategic business combination is anticipated to drive transformational scale, create a diversified technology portfolio, significantly expand the combined company’s total addressable market, and create a highly profitable cash generating semiconductor leader.
The Wilson Sonsini team advising MaxLinear on the transaction includes:
M&A
Rob Ishii
Rich Mullen
Emma Sarkisyan
Molly Manning
Audrey Laryea
Lindsey Berger
Corporate
Rob Kornegay
Rob Wernli
Daniel Canavan
Credit Finance
Dana Hall
Jason Koo
Katie Barnes
Technology Transactions
Manja Sachet
Chi-Fei Wang
Caitlyn Bingaman
Tiffany Georgievski
Privacy and Cybersecurity
Matt Staples
Daniel Chen
Michael O'Brien
Antitrust
Kimberley Biagioli
Deirdre Carroll
Matthew McDonald
Tax
Jonathan Zhu
Nika Antonikova
Benefits and Compensation
Sriram Krishnamurthy
Jessica Bliss
Gregory Hughes
Employment
Matt Gorman
Quinn Christie
Real Estate / Environmental
Jim McCann
Martin Sul
National Security
Josephine Aiello LeBeau
Tarek Helou
Seth Cowell
Anne Seymour
For more information, please see the press release. Additional coverage can be found on Bloomberg and Reuters.