INTRODUCTORY STATEMENT
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended,
the “Schedule TO”) originally filed by Inphi Corporation, a Delaware corporation (“Inphi” or the “Company”), on May 4, 2021. Pursuant and subject to the terms of the Indenture, dated as of
September 12, 2016 (the “Original 2021 Indenture”), between Inphi, as issuer, and Wells Fargo Bank, National Association, as trustee (the “2021 Notes Trustee”), as amended by the First Supplemental Indenture,
dated as of April 20, 2021 (the “2021 Supplemental Indenture” and, together with the Original 2021 Indenture, the “2021 Indenture”), among the Company, Marvell Technology. Inc. (“MTI”), as
guarantor, and the 2021 Notes Trustee, relating to Inphi’s 0.75% Convertible Senior Notes due 2021 (the “2021 Notes”), and the Indenture, dated as of April 24, 2020 (the “Original 2025 Indenture”), between
Inphi, as issuer, and U.S. Bank National Association, as trustee (the “2025 Notes Trustee”), as amended by the First Supplemental Indenture, dated as of April 20, 2021 (the “2025 Supplemental Indenture” and,
together with the 2025 Original Indenture, the “2025 Indenture” and, together with the 2021 Indenture, the “Indentures”), among the Company, MTI, as guarantor, and the 2025 Notes Trustee, relating to Inphi’s
0.75% Convertible Senior Notes due 2025 (the “2025 Notes” and, together with the 2021 Notes, the “Notes”), the Schedule TO was filed by Inphi with the Securities and Exchange Commission with respect to the right of
each holder of the Notes (the “Repurchase Right”) to require Inphi to repurchase for cash any and all of the Notes at a price of $1,000 per $1,000 in principal amount tendered, plus accrued and unpaid interest to, but excluding, the
repurchase date, pursuant to the terms and conditions of the Offer to Purchase the 2021 Notes, dated May 4, 2021 (as it may be amended and supplemented from time to time, the “2021 Notes Offer to Purchase”), the Offer to
Purchase the 2025 Notes, dated May 4, 2021 (as it may be amended and supplemented from time to time, the “2025 Notes Offer to Purchase” and, together with the 2021 Notes Offer to Purchase, the “Offers to
Purchase”), copies of which were attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), the Indentures and the Notes (which, together with any supplements or amendments thereto, collectively constitute the
“Offer”).
This Amendment is being filed to report the results of the Offer.
The information in the Offer, including all schedules and annexes thereto, which were previously filed with the Schedule TO, is hereby
expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 11. Additional Information.
On
June 2, 2021, the Company issued a press release announcing the final results of the Offer, which expired at 12:00 midnight, New York City time, at the end of the day on June 1, 2021. A copy of the press release is filed as Exhibit
(a)(5)(A) and is incorporated by reference herein.
Item 12. Exhibit Index.
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(a)(5)(A)
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Press Release, dated June 2, 2021.
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Pursuant to Rule 12b-15 under the Exchange Act, the information in the
Offer, including all schedules and annexes thereto, which were previously filed with the Schedule TO, is hereby expressly incorporated herein by reference into this Amendment, except that such information is hereby amended and supplemented to the
extent specifically provided herein.
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