- MaxLinear, Inc. (NASDAQ: MXL) announced it is buying Silicon Motion (NASDAQ: SIMO) in a $3.8 billion deal. These are the details.
MaxLinear, Inc. (NASDAQ: MXL) – a leading provider of radio frequency (RF), analog and mixed-signal integrated circuits for broadband, connectivity, and infrastructure markets – and Silicon Motion (NASDAQ: SIMO) – 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 buy Silicon Motion in a cash and stock transaction that values the combined company at $8 billion in enterprise value.
In the merger, each American Depositary Share (ADS) of Silicon Motion – which represents 4 ordinary shares of Silicon Motion, will receive $93.54 in cash and 0.388 shares of MaxLinear common stock, for the total per ADS consideration of $114.34 (based on MaxLinear’s May 4, 2022 closing price). And 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.
Upon the completion of the acquisition, the combined company will have a highly diversified technology platform with strong positions across the broadband, connectivity, infrastructure, and storage end markets. And the combination of MaxLinear’s RF, analog/mixed-signal, and processing capabilities with Silicon Motion’s market-leading NAND flash controller technology completes a total technology stack – which fully captures end-to-end platform functionality and accelerates the company’s expansion into the enterprise, consumer, and many other adjacent growth markets. The combined revenues are expected to be over $2 billion annually and are supported by the technology breadth to address a total market opportunity of roughly $15 billion.
The combined scale is expected to provide additional technology, resources, and capabilities to accelerate product innovation, improve operational efficiency and drive lower manufacturing costs. And MaxLinear and Silicon Motion will have expanded resources to better support the combined company’s broad customer relationships with their long-term storage requirements. The deal is expected to generate annual run-rate synergies of at least $100 million to be realized within 18 months after the transaction closes and is expected to be immediately and materially accretive to MaxLinear’s non-GAAP earnings per share and cash flow.
Under the terms of the definitive agreement, the deal 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. And upon closing of the transaction, MaxLinear shareholders will own approximately 86% of the combined company and Silicon Motion stockholders will own approximately 14% of the combined company. Based on the closing price of MaxLinear shares on May 4, 2022, the implied value of the total transaction consideration for Silicon Motion is $3.8 billion.
MaxLinear plans 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. And the deal 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.
“Today’s announcement celebrates the combination of two companies that have driven significant innovation in their respective industries for over a decade. The enhanced scale of the combined organization creates a new significant $2B+ player in the semiconductor industry with compelling positions across a diversified set of end-markets. MaxLinear has demonstrated a strong track record of integration success and looks for this combination to create robust growth, impressive operating margins, and significant cash flows.”
— Kishore Seendripu, Ph.D., Chairman and CEO of MaxLinear
“For 20 years, we have built Silicon Motion with a commitment to advancing innovation, partnering with all of our valued customers and supporting our colleagues around the world. Combining Silicon Motion with MaxLinear creates significant economies of scale, accelerates our expansion into enterprise storage markets and unites unparalleled intellectual property to continue serving our customers with high-quality expertise and technical support. This transaction will deliver compelling value for shareholders, position our company to achieve our growth objectives and advance our position in high-growth storage end markets. We are very excited to partner with the MaxLinear team to take the combined company to the next level.”
— Wallace Kou, President and Chief Executive Officer of Silicon Motion
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