v3.20.4
Basis of Presentation
12 Months Ended
Jan. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation Basis of Presentation
The Company
Marvell Technology Group Ltd., a Bermuda exempted company, and its subsidiaries (the “Company”), is a fabless semiconductor provider of high-performance application-specific standard products. The Company’s core strength is the development of complex System-on-a-Chip devices, leveraging its extensive technology portfolio of intellectual property in the areas of analog, mixed-signal, digital signal processing, and embedded and standalone integrated circuits. The Company also develops platforms that it defines as integrated hardware along with software that incorporates digital computing technologies designed and configured to provide an optimized computing solution. The Company’s broad product portfolio includes devices for networking and storage.
Basis of Presentation
The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. Accordingly, every fifth or sixth fiscal year will have a 53-week period. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal 2021, fiscal 2020 and fiscal 2019 each had a 52-week period. Certain prior period amounts have been reclassified to conform to current year presentation.
On October 29, 2020, the Company entered into a merger agreement (the “Merger Agreement”) with Inphi Corporation (“Inphi”), whereby the Company will pay Inphi's stockholders $66 per share in cash and 2.323 common shares for each Inphi share, which represented purchase consideration of approximately $10.0 billion as of that date. The Company intends to fund the cash consideration with $4.25 billion in debt financing, and has obtained commitments consisting of a $2.5 billion bridge loan commitment, a $875 million 3-year term loan facility commitment and a $875 million 5-year term loan facility commitment from JP Morgan Chase Bank, N.A., in each case subject to customary terms and conditions. The transaction is not subject to financing conditions. As of January 30, 2021, there was $33.4 million of associated deferred debt financing and equity issuance costs, of which $11.7 million is included in prepaid expenses and other current assets, and $21.7 million is included in other non-current assets on the accompanying consolidated balance sheet as of January 30, 2021.
The transaction is expected to close in the second half of calendar 2021, pending approval by Inphi's and the Company's stockholders, as well as regulatory approval and satisfaction of other customary closing conditions. As a result of the transaction, the parent company will be domiciled in the United States upon closing of the transaction. For periods after closing, the combined company will be subject to taxation in the United States, which may adversely impact the Company's future effective tax rates and tax liabilities. A fee of up to $460.0 million may be payable by the Company or $300.0 million payable by Inphi upon termination of the transaction, as more fully described in the Merger Agreement. If the Merger Agreement is terminated due to failure to obtain stockholder approval, the party whose stockholders did not approve the transaction will be obligated to reimburse the other party up to $25.0 million for its merger related fees and costs.