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Marvell and Cavium to Combine Creating an Infrastructure Solutions Powerhouse NOVEMBER 20, 2017
Marvell and Cavium to Combine
Creating an Infrastructure Solutions Powerhouse
NOVEMBER 20, 20172Cautionary Statement Regarding Forward Looking Statements
This document contains certain forward -looking statements within themeaning ofthefederal securities laws with respect totheproposed transaction between Marvell and
Cavium, including statements regarding thebenefits ofthetransaction, theanticipated timing ofthetransaction and theproducts and markets ofeach company .These
forward -looking statements generally areidentified bythewords “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “willcontinue,” “will likely result,” and similar expressions .Forward -looking statements arepredictions, projections and other
statements about future events that arebased oncurrent expectations and assumptions and, asaresult, aresubject torisks anduncertainties .Many factors could cause
actual future events todiffer materially from theforward -looking statements inthis document, including butnotlimited to:(i)therisk that thetransaction may notbe
completed inatimely manner oratall,which may adversely affect Cavium’s business and theprice ofitscommon stock and/or Marvell’s business and theprice ofits
common shares, (ii)thefailure tosatisfy theconditions totheconsummation ofthetransaction, including theadoption ofthemerger agreement bythestockholders of
Cavium, theapproval oftheissuance ofMarvell shares inthetransaction bytheshareholders ofMarvell, and thereceipt ofcertain governmental and regulatory approvals,
(iii)thefailure ofMarvell toobtain thenecessary financing pursuant tothearrangements setforth inthedebt commitment letters delivered pursuant tothemerger
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agreement orotherwise, (iv)theoccurrence ofanyevent, change orother circumstance that could give risetothetermination ofthemerger agreement, (v)theeffect of
theannouncement orpendency ofthetransaction onCavium’s business relationships, operating results, and business generally, (vi)risks that theproposed transaction
disrupts current plans and operations ofCavium orMarvell and potential difficulties inCavium employee retention asaresult ofthetransaction, (vii)risks related to
diverting management’s attention from Cavium’s ongoing business operations, (viii)theoutcome ofanylegal proceedings that may beinstituted against Marvell oragainst
Cavium related tothemerger agreement orthetransaction, (ix)theability ofMarvell tosuccessfully integrate Cavium’s operations and product lines ,(x)theability of
Marvell toimplement itsplans, forecasts, and other expectations with respect toCavium’s business after thecompletion oftheproposed merger and realize the
anticipated synergies and cost savings inthetime frame anticipated oratall,and identify and realize additional opportunities, and (xi)theriskofdownturns inthehighly
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