Silicon Motion to 'pursue substantial damages' after terminating MaxLinear deal

Silicon Motion alleges that MaxLinear willfully and materially breached the merger agreement. #pressrelease

August 16, 2023

1 Min Read

TAIPEI, Taiwan and MILPITAS, Calif. – Silicon Motion Technology Corporation (NASDAQGS: SIMO) ("Silicon Motion" or the "Company") today issued a written notice to MaxLinear, Inc. (NASDAQGS: MXL) ("MaxLinear"), terminating the Agreement and Plan of Merger between the parties dated as of May 5, 2022 (the "Merger Agreement"1).

Silicon Motion's position is that MaxLinear's Willful and Material Breaches (as such term is defined in the Merger Agreement) of the Merger Agreement prevented the merger from being completed by August 7, 2023 (the "Outside Date"). Silicon Motion reserves all of its contractual, legal, equitable, and other rights under the Merger Agreement and otherwise, including but not limited to the right to hold MaxLinear liable for substantial money damages, well in excess of the termination fee as provided in the Merger Agreement, suffered by Silicon Motion as a result of MaxLinear's Willful and Material Breaches of the Merger Agreement.

Pursuant to Section 7.1(d) of the Merger Agreement, the Company has the right to terminate the Merger Agreement if the completion of the merger contemplated by the Merger Agreement (the "Merger") did not occur on or before the "Outside Date".

The Company also announced that it intends to resume its policy of declaring and paying dividends on an annual basis, at the discretion of its Board of Directors, after the termination of the Merger Agreement, which restricted the Company's ability to declare and pay any dividend.

1 Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement.

Read the full press release here.

Silicon Motion

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