MaxLinear and Entropic Announce Early Termination of Hart-Scott-Rodino Waiting Period for MaxLinear's Pending Acquisition of ...
27 Febrero 2015 - 3:05PM
MaxLinear, Inc. (NYSE:MXL) (or "MaxLinear") and Entropic
Communications, Inc. (Nasdaq:ENTR) (or "Entropic") today announced
that the U.S. Federal Trade Commission (FTC) has granted early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (HSR Act) with respect to
MaxLinear's pending acquisition of Entropic.
As previously announced on February 3, 2015, MaxLinear and
Entropic entered into a definitive agreement under which MaxLinear
would acquire Entropic for (i) $1.20 per share in cash and (ii)
0.2200 of a share of MaxLinear common stock for each Entropic
common share outstanding. Termination of the HSR Act waiting period
satisfies one of the conditions to closing of the proposed
transaction. The closing of the transaction is also subject to
approval of the stockholders of both MaxLinear and Entropic, and
other closing conditions, including the effectiveness of
MaxLinear's Registration Statement on Form S-4. Subject to the
satisfaction of these other conditions, the transaction is expected
to close in the second quarter of 2015.
About Entropic
Entropic™ is a world leader in semiconductor solutions for the
connected home. The Company transforms how traditional HDTV
broadcast and IP-based streaming video content is seamlessly,
reliably, and securely delivered, processed, and distributed into
and throughout the home. Entropic's next-generation
Set-top Box (STB) System-on-a-Chip (SoC) and Connectivity solutions
enable Pay-TV operators to offer consumers more captivating
whole-home entertainment experiences by transforming the way
digital entertainment is delivered, connected and consumed – in the
home and on the go. For more information, please
visit Entropic at: www.entropic.com, read our
blog Entropic Topics, or get social with us
at @Entropic_News, or on Facebook,
Google+, YouTube and LinkedIn.
The Entropic logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=4255
About MaxLinear
MaxLinear is a leading provider of radio-frequency and
mixed-signal semiconductor solutions for broadband communications
applications. MaxLinear is headquartered in Carlsbad,
California. For more information, please visit
www.maxlinear.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Forward-looking statements include, among others,
statements concerning MaxLinear's proposed acquisition of Entropic;
and the anticipated timing of the closing of the acquisition. These
forward-looking statements involve known and unknown risks,
uncertainties, and other factors that may cause actual results to
be materially different from any future results expressed or
implied by the forward-looking statements. Forward-looking
statements are based on management's current, preliminary
expectations and are subject to various risks and uncertainties. In
addition, risks and uncertainties that could affect the
forward-looking statements set forth in this press release include
the following: failure of MaxLinear's or Entropic's stockholders to
approve the proposed merger transaction; the challenges and costs
of closing, integrating, restructuring, and achieving currently
anticipated synergies; the ability to retain key employees,
customers, and suppliers during the pendency of the merger and
afterward; and other risks, uncertainties and factors affecting the
business, operations, and financial condition of either MaxLinear
or Entropic, including the information contained in MaxLinear's and
Entropic's respective Annual Reports on Form 10-K for the year
ended December 31, 2014, and other reports and filings with the
SEC.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval with respect to the proposed merger or
otherwise. No offer of securities shall be made except by means of
a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the proposed merger, MaxLinear intends to
file a registration statement on Form S-4 with the SEC, which will
include a preliminary prospectus and related materials to register
the shares of MaxLinear Class A Common Stock to be issued in the
merger, and MaxLinear and Entropic intend to file a joint proxy
statement/prospectus and other documents concerning the proposed
merger with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENT, THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED
WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT MAXLINEAR, ENTROPIC, AND THE
PROPOSED MERGER. Investors and security holders will be able to
obtain free copies of the registration statement and the joint
proxy statement/prospectus (when they are available) and any other
documents filed by MaxLinear and Entropic with the SEC at the SEC's
website at www.sec.gov. They may also be obtained for free by
contacting MaxLinear Investor Relations at
http://investors.maxlinear.com/, IR@MaxLinear.com or by telephone
at (760) 517-1112 or by contacting Entropic Investor Relations at
http://ir.entropic.com/, ir@entropic.com or by telephone at (858)
768-3852. The contents of the websites referenced above are not
deemed to be incorporated by reference into the registration
statement or the joint proxy statement/prospectus.
Participants in the Solicitation
Each of Entropic and MaxLinear and their respective executive
officers and directors may be deemed to be participants in the
solicitation of proxies from their respective stockholders with
respect to the transactions contemplated by the merger agreement.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of MaxLinear or
Entropic security holders in connection with the proposed merger
will be set forth in the registration statement and the joint proxy
statement/prospectus when filed with the SEC. Information regarding
Entropic's executive officers and directors is included in
Entropic's Proxy Statement for its 2014 Annual Meeting of
Stockholders, filed with the SEC on April 3, 2014, and its
Current Report on Form 8-K, filed with the SEC on November 10,
2014, and information regarding MaxLinear's executive officers and
directors is included in MaxLinear's Proxy Statement for its 2014
Annual Meeting of Stockholders, filed with the SEC on April 17,
2014 and its Current Report on Form 8-K, filed with the SEC on
December 16, 2014. Copies of the foregoing documents may be
obtained as provided above. The interests of such persons may
differ from the interests of MaxLinear or Entropic stockholders
generally.
MxL and the MaxLinear logo are trademarks of MaxLinear, Inc.
© 2015 Entropic. All rights reserved.
CONTACT: MaxLinear Press Contact:
David Rodewald
The David James Agency LLC
Tel: 805-494-9508
david@davidjamesagency.com
MaxLinear Corporate Contact:
Adam Spice
Chief Financial Officer
Tel: 760-692-0711, ext. 196
aspice@maxlinear.com
Entropic Press and Corporate Contact:
Debra Hart
Senior Director, Investor Relations
Tel: 858-768-3852
debra.hart@entropic.com
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