Filed by MaxLinear, Inc.
Pursuant to Rule 425 Under the Securities
Act of 1933
Subject Company: Silicon Motion Technology Corporation
Commission File No.: 000-51380
This filing relates to the proposed transactions
pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 5, 2022, by and among MaxLinear, Inc. (“MaxLinear”),
Shark Merger Sub, a wholly owned subsidiary of MaxLinear, and Silicon Motion Technology Corporation (“Silicon Motion”) (the
“Merger”).
On June 6, 2023, MaxLinear presented at Stifel
2023 Cross Sector Insight Conference. Below are excerpted portions of a transcript of the presentation that relate to the Merger:
MaxLinear
Stifel 2023 Cross Sector Insight Conference
June 6,
2023
Presenters
Leslie Green - Investor Relations
Kishore Seendripu - Chairman, President, and Chief Executive
Officer
Q&A Participants
Tore Svanberg – Stifel
* * *
Tore Svanberg
Okay. And
the – and the last topic of course is SIMO, I know there's a limitation to what you can say, but at least give us an update
on the asset strategically, you talked obviously about storage and data center, right? So I still believe this is an asset that that you're
very interested in acquiring?
Kishore
Seendripu
Look, we
have some conviction what we do, and I don't think we touch anything where our core technology platform doesn't expand us into the adjacent
markets, right? And storage is not an adjacent market. Our primary focus on storage as being the enterprise market and the data center
market, and Silicon Motion is the number one merchant – controller, storage controller supply in the world. And, I don't look
at controllers as storage. I look at [it] as data traffic. I look at [it] as how do you improve latency and speed of access and the amount
of, the memory today, non-memory is monstrous, right? And, but the most important thing about the memory is, is if you look at the storage
networks is that, speed of access of the data and integrity of the data and throughput, and now it's the excel.
It's going
to spread all over the place as well. So you need to tightly couple the controllers with accelerators, right? And they all belong together
and together we bring the portfolio to make it happen. The other part of it is that memory is no longer about moving bits around with
controller, right? Talked about data integrity, so it's a lot of encryption technologies, the signal processing, I/O bandwidths,
the mixed-signal IPs all common. So we'll get the, what they call the technology synergy and therefore the R&D synergy. We need to,
for both the companies combined together. So we should be able to have synergies in the OpEx. We still are very, very what I call bullish,
that we can acquire the synergies that we told you all about. And yes, the revenues of the combined companies have come down and, but
it just delays the, what I call the benefits of the acquisition accordingly by a year or so. But the basic rationale has not changed at
all. So I believe it's a very strategic asset for the company.
* * *
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking
statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Silicon Motion’s
and MaxLinear’s current expectations, estimates and projections about the proposed transaction and the potential benefits thereof,
their businesses and industry, management’s beliefs and certain assumptions made by Silicon Motion and MaxLinear, all of which are
subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial
condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,”
“could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions
or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking
statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees
of future results, such as statements about the potential merger with Silicon Motion, the anticipated benefits of the potential merger
with Silicon Motion, including with respect to the growth of Silicon Motion’s business, potential synergies, market opportunity,
market growth and revenue growth, and statements regarding MaxLinear’s business plans. These and other forward-looking statements
are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ
materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause
actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any
such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference
include, but are not limited to: (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining
regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies,
economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management,
expansion and growth of Silicon Motion’s and MaxLinear’s businesses and other conditions to the completion of the transaction;
(ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement,
including the receipt by Silicon Motion of an unsolicited proposal from a third party; (iii) failure to realize the anticipated benefits
of the proposed transaction, including as a result of delay in completing the transaction or integrating the businesses of Silicon Motion
and MaxLinear; (iv) the impact of the COVID-19 pandemic and related private and public sector measures on Silicon Motion and MaxLinear’s
businesses and general economic conditions; (v) risks associated with the recovery of global and regional economies from the negative
effects of the COVID-19 pandemic and related private and public sector measures; (vi) Silicon Motion’s and MaxLinear’s
ability to implement its business strategy; (vii) pricing trends, including Silicon Motion’s and MaxLinear’s ability
to achieve economies of scale; (viii) potential litigation relating to the proposed transaction that could be instituted against
Silicon Motion, MaxLinear or their respective directors; (ix) the risk that disruptions from the proposed transaction will harm Silicon
Motion’s or MaxLinear’s business, including current plans and operations; (x) the ability of Silicon Motion or MaxLinear
to retain and hire key personnel; (xi) potential adverse reactions or changes to business relationships resulting from the announcement
or completion of the proposed transaction; (xii) uncertainty as to the long-term value of MaxLinear common stock; (xiii) legislative,
regulatory and economic developments affecting Silicon Motion’s and MaxLinear’s businesses; (xiv) general economic and
market developments and conditions; (xv) the evolving legal, regulatory and tax regimes under which Silicon Motion and MaxLinear
operate; (xvi) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger
that could affect Silicon Motion’s and/or MaxLinear’s financial performance; (xvii) restrictions during the pendency
of the proposed transaction that may impact Silicon Motion’s or MaxLinear’s ability to pursue certain business opportunities
or strategic transactions; (xviii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism
or outbreak of war or hostilities, as well as Silicon Motion’s and MaxLinear’s response to any of the aforementioned factors;
(xix) geopolitical conditions, including trade and national security policies and export controls and executive orders relating thereto,
and worldwide government economic policies, including trade relations between the United States and China and the military conflict in
Ukraine and related sanctions against Russia and Belarus; and (xx) Silicon Motion’s ability to provide a safe working environment
for members during the COVID-19 pandemic or any other public health crises, including pandemics or epidemics. These risks, as well as
other risks associated with the proposed transaction, are more fully discussed in the proxy statement/prospectus filed by MaxLinear with
the SEC and provided by Silicon Motion to its security holders in connection with the proposed transaction as well as in MaxLinear’s
most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other future reports
to be filed with the Securities and Exchange Commission (the “SEC”). While the lists of risk factors presented here and in
the proxy statement/prospectus are considered representative, no such list should be considered to be a complete statement of all potential
risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.
Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among
other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which
could have a material adverse effect on Silicon Motion’s or MaxLinear’s consolidated financial condition, results of operations,
or liquidity. Neither Silicon Motion nor MaxLinear assumes any obligation to publicly provide revisions or updates to any forward-looking
statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise
required by securities and other applicable laws.
Additional Information and Where to Find It
This communication is being made in respect of
a proposed business combination involving MaxLinear and Silicon Motion. In connection with the proposed transaction, MaxLinear has filed
with the SEC, and the SEC has declared effective, a Registration Statement on Form S-4 that includes a proxy statement of Silicon
Motion and a prospectus of MaxLinear (the “Registration Statement”).
The proxy statement/prospectus and this communication
are not offers to sell MaxLinear securities, and are not soliciting an offer to buy MaxLinear securities, in any state where the offer
and sale is not permitted.
MAXLINEAR AND SILICON MOTION URGE INVESTORS AND
SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND OTHER DOCUMENTS PROVIDED TO SILICON MOTION SECURITY HOLDERS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders are able to obtain
the Registration Statement on Form S-4 free of charge at the SEC’s website, www.sec.gov. Copies of documents filed with the
SEC by MaxLinear (when they become available) may be obtained free of charge on MaxLinear’s website at www.maxlinear.com or by contacting
MaxLinear’s Investor Relations Department at IR@MaxLinear.com. Copies of documents filed or furnished by Silicon Motion (when they
become available) may be obtained free of charge on Silicon Motion’s website at https://www.siliconmotion.com or by contacting Silicon
Motion’s Investor Relations Department at IR@siliconmotion.com.
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