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K&L Gates Advises Silicon Motion Technology Corporation on US$3.8 Billion Cross-Border Take-Private Acquisition by MaxLinear, Inc.

11 May 2022

Taipei – Global law firm K&L Gates has advised Silicon Motion Technology Corporation, an Asia-based global leader in developing NAND flash controllers for solid state storage devices, on entering into a US$3.8 billion cross-border take-private acquisition with MaxLinear, Inc., a California-based leading provider of radio frequency, analog, digital, and mixed-signal integrated circuits.  

Under the agreement, MaxLinear will acquire Silicon Motion in a cash and stock transaction that values the combined company at US$8 billion in enterprise value. In the merger, each American Depositary Share (ADS) of Silicon Motion will receive US$93.54 in cash and 0.388 shares of MaxLinear common stock, for total per ADS consideration of US$114.34 (based on MaxLinear’s 4 May 2022 closing price). The combination is projected to roughly double MaxLinear’s total addressable market opportunity and to create a top-ten fabless semiconductor company.

The K&L Gates multidisciplinary team advising Silicon Motion on this transaction was led by corporate and capital markets partners James Chen and Robert Matlin, who were assisted by partner Billy Chen, counsel Richard Hsu and associates Yoting Lin and Grace Ye. Partners Christopher Cunningham and Remsen Kinne provided U.S. securities law and corporate advice. Employment law advice was provided by partner Rikki Sapolich-Krol, with assistance from associate Cecilia Lee. Antitrust, regulatory and foreign direct investment advice was provided by partners Francesco Carloni and Amigo Xie, with assistance from associates Nicolas Hipp and Stefano Prinzivalli Castelli. Export control advice was provided by partner Steven Hill, with assistance from of counsel Michael O’Neil and associates Erica Bakies and Catherine Johnson. Partner Adam Tejeda provided advice on tax-related issues. The deal team spanned the firm’s Beijing, Brussels, Hong Kong, New York, San Francisco, Seattle, Shanghai, Taipei, Tokyo, Washington, D.C., and Wilmington offices.

Taipei partner and deal lead James Chen said: “We are proud that we were able to assist our longtime client Silicon Motion achieve this important milestone and to contribute to the creation of a new significant player in the semiconductor sector.  This combination will not only position Silicon Motion to achieve its growth objectives through the combined company, but also to drive transformational scale and accelerate its expansion into new markets with MaxLinear as its partner.”

K&L Gates is a fully integrated global law firm with lawyers located across five continents. The firm represents leading multinational corporations, growth and middle-market companies, capital markets participants and entrepreneurs in every major industry group as well as public sector entities, educational institutions, philanthropic organizations and individuals.

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