Inphi’s 0.75% convertible notes due 2021, 2025 may be converted following acquisition

By Wendy Van Sickle

Columbus, Ohio, April 20 – Inphi Corp.’s 0.75% convertible senior notes due 2021 and 0.75% convertible senior notes due 2025 may be converted by holders following closing of the issuer’s previously announced acquisition by Marvell Technology Group Ltd., according to a news release.

The acquisition constitutes a fundamental change and make-whole fundamental change, and holders may convert their notes at a conversion rate increased by 0.0014 shares per $1,000 principal amount of 2021 notes and 0.5891 shares per $1,000 principal amount of 2025 notes during the conversion period, which will run through the business day immediately prior to the repurchase date, which is expected to be June 1.

The indentures, as supplemented in connection with the acquisition, provide that each note will be convertible into cash and Marvell shares that a holder of one Inphi share would have received in the acquisition, multiplied by the applicable conversion rate.

Accordingly, during the make-whole convertibility period, each 2021 note will be convertible into $1,171.65 in cash and 41.2384 Marvell shares, with cash paid in lieu of any fractional share, and each 2025 note will be convertible into $567.27 in cash and 19.9662 MTI shares, with cash paid in lieu of any fractional share.

Inphi is a Santa Clara, Calif.-based analog and mixed-signal semiconductor components manufacturer.

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