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Marvell Technology Group Ltd Fourth Quarter and Fiscal Year 2018 March 8, 2018
Marvell Technology Group Ltd
Fourth Quarter and Fiscal Year 2018
March 8, 20182Forward -Looking Statements under the Private Securities Litigation Reform Act of 1995
This press release contains forward -looking statements within the meaning of the federal securities laws that involve risks and uncertainties, including: the transaction between
Marvell and Cavium, including statements regarding the anticipated timing of the transaction; Marvell’s expectations regarding i ts fourth quarter of fiscal 2018 financial outlook;
and Marvell’s use of non -GAAP financial measures as important supplemental information. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,”
“seeks,” “estimates,” “can,” “may,” “will,” “would” and similar expressions identify such forward -looking statements. These statements are not guarantees of results and should
not be considered as an indication of future activity or future performance. Actual events or results may differ materially f rom those described in this press release due to a
number of risks and uncertainties, including, but not limited to: the risk that the Cavium transaction may not be completed i n atimely manner or at all, which may adversely affect
Cavium’s business and the price of its common stock and/or Marvell’s business and the price of its common shares; the failure tosatisfy the conditions to the consummation of
the transaction, including the adoption of the merger agreement by the stockholders of Cavium, the approval of the issuance o f Marvell shares in the transaction by the
shareholders of Marvell, and the receipt of certain governmental and regulatory approvals; the failure of Marvell to obtain t he necessary financing pursuant to the arrangements
set forth in the debt commitment letters delivered pursuant to the merger agreement or otherwise; the occurrence of any event , change or other circumstance that could give rise
to the termination of the merger agreement; the effect of the announcement or pendency of the transaction on Cavium’s busines s relationships, operating results, and business
generally; risks that the proposed transaction disrupts current plans and operations of Cavium or Marvell and potential diffi culties in Cavium employee retention as a result of the
transaction; risks related to diverting management’s attention from Cavium’s ongoing business operations; the outcome of any legal proceedings that may be instituted against
Marvell or against Cavium related to the merger agreement or the transaction; the ability of Marvell to successfully integrat e Cavium’s operations and product lines; the ability of
Marvell to implement its plans, forecasts, and other expectations with respect to Cavium’s business after the completion of the proposed merger and realize the anticipated
synergies and cost savings in the time frame anticipated or at all, and identify and realize additional opportunities; the ri sk of downturns in the highly cyclical semiconductor
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