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Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) today announced that a class action has been commenced in the United States District Court for the Southern District of California on behalf of holders of Entropic Communications, Inc. (“Entropic”) (NASDAQ:ENTR) common stock on February 3, 2015, in connection with the proposed acquisition of Entropic by MaxLinear, Inc. (“MaxLinear”).

If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact plaintiffs’ counsel, Darren Robbins of Robbins Geller at 800-449-4900 or 619-231-1058, or via e-mail at djr@rgrdlaw.com. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.

The complaint charges Entropic, its Board of Directors (the “Board”), MaxLinear and certain of its subsidiaries with breach of fiduciary duty and/or violations of the Securities Exchange Act of 1934 (“1934 Act”) in connection with the proposed sales of Entropic to MaxLinear. Entropic is a world leader in semiconductor solutions for the connected home.

On February 3, 2015, Entropic and MaxLinear announced that they had entered into a definitive merger agreement under which Entropic would be acquired by MaxLinear (the “Proposed Acquisition”) in a cash and stock transaction in which the Company’s stockholders will receive $1.20 per share in cash and 0.2200 of a share of MaxLinear common stock for each Entropic common share outstanding.

The complaint alleges that defendants breached their fiduciary duties and/or aided and abetted breaches of fiduciary duty in connection with the Proposed Acquisition. In addition, the complaint alleges that in order to secure shareholder approval of the deal, defendants filed a materially false and misleading Form S-4 Registration Statement (the “S-4”) with the SEC on March 12, 2015, which was subsequently amended on March 25, 2015. The S-4, which recommended that Entropic shareholders vote in favor of the Proposed Acquisition, omitted and/or misrepresented material information in contravention of §§14(a) and 20(a) of the 1934 Act. Specifically, the S-4 contains materially misleading statements or otherwise fails to provide material information about the Proposed Acquisition, including, among other things: (i) the flawed and unfair sales process undertaken by the Board; (ii) the conflicts of interests that burdened the process; (iii) the data and key inputs underlying the financial analyses performed by Barclays Capital, Inc., Entropic’s financial advisor; and (iv) certain financial projections prepared by Entropic’s management and relied upon by Barclays in rendering its opinion as to the fairness of the Proposed Acquisition to the Company’s public shareholders. The complaint alleges that the foregoing information is material to the impending decision of Entropic’s shareholders whether or not to vote in favor of the Proposed Acquisition and/or whether to seek appraisal for their shares.

Plaintiffs seek injunctive and equitable relief on behalf of holders of Entropic common stock on February 3, 2015. The plaintiffs are represented by Robbins Geller, which has expertise in prosecuting investor class actions and extensive experience in actions involving financial fraud.

Robbins Geller, with 200 lawyers in ten offices, represents U.S. and international institutional investors in contingency-based securities and corporate litigation. The firm has obtained many of the largest securities class action recoveries in history, including the largest securities class action judgment. Please visit http://www.rgrdlaw.com for more information.

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Robbins Geller Rudman & Dowd LLPDarren Robbins, 800-449-4900 or 619-231-1058djr@rgrdlaw.com

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