According to the Complaint, Inphi Corporation is a fabless provider of high-speed analog and mixed signal semiconductor solutions for the communications and cloud markets.

On October 29, 2020, Inphi and Marvell Technology, Inc. issued a joint press release announcing that they had entered into an Agreement and Plan of Merger dated October 29, 2020 (the “Merger Agreement”) to sell Inphi to Marvell. Under the terms of the Merger Agreement, each holder of Inphi common stock will receive (i) $66.00 in cash, and (ii) 2.323 shares of HoldCo common stock for each share of Inphi common stock they own (the “Merger Consideration”). Upon closing of the merger, Marvell and Inphi will become wholly owned subsidiaries of HoldCo, and Holdco’s shares will be listed on the Nasdaq under the symbol “MRVL.” Inphi stockholders are expected to own approximately 17% of the outstanding shares of the combined company, and Marvell stockholders immediately prior to the merger are expected to own approximately 83% of the outstanding shares of the combined company. The Proposed Transaction is valued at approximately $40 billion.

On December 22, 2020, Marvell filed a Form S-4 Registration Statement (the “Registration Statement”) with the SEC. The Complaint alleges that the Registration Statement omits or misrepresents material information concerning, among other things: (i) the financial projections and the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by the Company’s financial advisor; and (ii) the financial advisor’s potential conflicts of interest.