Marvell’s $6 Billion Proposed Acquisition of Cavium

Goldman Sachs & Co. LLC served as the exclusive financial advisor to Marvell and Hogan Lovells US LLP served as legal advisor. Qatalyst Partners LP and J.P. Morgan Securities LLC served as financial advisors to Cavium and Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisor. Cravath represented Goldman Sachs Bank USA and Bank of America Merrill Lynch, as joint lead arrangers, in connection with the arrangement of a $900 million three?year term loan facility, an $850 million 364?day bridge loan facility and a $500 million five?year revolving credit facility, which will be used to finance the pending acquisition, refinance certain existing indebtedness and for other general corporate purposes.

Marvell Technology Group Ltd. and Cavium, Inc. today announced a definitive agreement, unanimously approved by the boards of directors of both companies, under which Marvell will acquire all outstanding shares of Cavium common stock in exchange for consideration of $40.00 per share in cash and 2.1757 Marvell common shares for each Cavium share. Upon completion of the transaction, Marvell will become a leader in infrastructure solutions with approximately $3.4 billion1 in annual revenue.

The transaction combines Marvell’s portfolio of leading HDD and SSD storage controllers, networking solutions and high-performance wireless connectivity products with Cavium’s portfolio of leading multi-core processing, networking communications, storage connectivity and security solutions. The combined product portfolios provide the scale and breadth to deliver comprehensive end-to-end solutions for customers across the cloud data center, enterprise and service provider markets, and expands Marvell’s serviceable addressable market to more than $16 billion. This transaction also creates an R&D innovation engine to accelerate product development, positioning the company to meet today’s massive and growing demand for data storage, heterogeneous computing and high-speed connectivity.

The Hogan Lovells team was led by Silicon Valley partner Rick Climan (Picture) along with partner Chris Moore. The M&A team included partner Jane Ross, and associates Annie Kang, Lauren Zachry and Evan Orman. IP matters were led by partner John Brockland and associates Hao Wang, Max Scott, Maggie Pennisi and Rachel Eisen. Partners Logan Breed, Adrian Emch and senior associate Robert Baldwin, III advised on Antitrust, Competition & Economic Regulation. Partner William Regan advised on Corporate and Shareholder Litigation. Partners Stacey Rosenberg and Eve Howard, counsel Paul Barkes, senior associate Tifarah Allen, and associates Judy Lai and LinaMaria Perez advised on financing. Employment matters were handled by senior associate George Ingham and associate Sophie Duffy. Partner Mike Frank, senior associate Laura Szarmach and associate Adrienne Jack advised on Executive Compensation, Employee Benefits & Share Incentives. International Trade & Investment matters were handled by partners T. Weymouth, Andrew Keller, and Brian Curran, and associates Michael Jacobson and Patrick de Laperouse. Partner Scott Loughlin, senior associate Mohammed Amer and associate Nathan Salminen advised on Privacy and Cybersecurity. Securities advice was provided by partners John Beckman and Lillian Tsu and associates Chloe Chung and Katherine Keeley. Tax matters were handled by partner Jasper Howard, senior associate Charlie Stones, and associate Caitlin Piper.

The Cravath team included partner Tatiana Lapushchik (Picture) and associates Matthew G. Jones and Matthew L. Ploszek on banking matters; partner LizabethAnn R. Eisen and associate Steven Y. Li on securities matters; and associate Andrew T. Davis and foreign associate attorney Jean-Baptiste Frantz on tax matters. Ari B. Ruffer also worked on banking matters and Shu-en Wee also worked on securities matters.

 

Involved fees earner: Tatiana Lapushchik – Cravath Swaine & Moore; Matthew Jones – Cravath Swaine & Moore; Matthew Ploszek – Cravath Swaine & Moore; LizabethAnn R. Eisen – Cravath Swaine & Moore; Steven Y. Li – Cravath Swaine & Moore; Andrew Davis – Cravath Swaine & Moore; Richard Climan – Hogan Lovells; Christopher Moore – Hogan Lovells; Jane Ross – Hogan Lovells; Annie Kang – Hogan Lovells; Lauren Zachry – Hogan Lovells; John Brockland – Hogan Lovells; Hao Wang – Hogan Lovells; Max Scott – Hogan Lovells; Margaret Kathryn Pennisi – Hogan Lovells; Logan Breed – Hogan Lovells; Adrian Emch – Hogan Lovells; Robert Baldwin – Hogan Lovells; William Regan – Hogan Lovells; Stacey Rosenberg – Hogan Lovells; Eve Howard – Hogan Lovells; Paul Barkes – Hogan Lovells; Tifarah Roberts Allen – Hogan Lovells; Judy Lai – Hogan Lovells; LinaMaria Perez – Hogan Lovells; George Ingham – Hogan Lovells; Sophie Duffy – Hogan Lovells; Michael Frank – Hogan Lovells; Laura Szarmach – Hogan Lovells; Adrienne Jack – Hogan Lovells; Clark Weymouth – Hogan Lovells; Andrew Keller – Hogan Lovells; Brian Curran – Hogan Lovells; Michael Jacobson – Hogan Lovells; Patrick de Laperouse – Hogan Lovells; Scott Loughlin – Hogan Lovells; Mohammed Amer – Hogan Lovells; Nathan Salminen – Hogan Lovells; John Beckman – Hogan Lovells; Lillian Tsu – Hogan Lovells; Ji Yoon Chung – Hogan Lovells; Katherine Keeley – Hogan Lovells; Jasper Howard – Hogan Lovells; Charlie Stones – Hogan Lovells;

Law Firms: Cravath Swaine & Moore; Hogan Lovells;

Clients: Bank of America Merrill Lynch; Goldman, Sachs & Co.; Marvell Technology Group Ltd. ;

 

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Author: Ambrogio Visconti