SANTA CLARA, Calif.,
April 27, 2016 /PRNewswire/
-- Marvell Technology Group Ltd. (NASDAQ: MRVL), a global
leader in integrated silicon solutions, today announced that it has
entered into an agreement with Starboard Value LP, which has a
beneficial ownership of approximately 6.5% of the Company's
outstanding common stock, regarding the composition of Marvell's
Board of Directors. Under the terms of the agreement, Marvell's
Board of Directors will elect Peter A.
Feld, Richard S. Hill and
Oleg Khaykin to the Board.
Starboard will designate an additional independent director
to be added to the Marvell Board as soon as practical, subject to
the reasonable approval of the Board. Marvell will also elect
Robert E. Switz to the
Board. Mr. Feld, Mr. Hill, Mr. Khaykin and the
additional independent director named in accordance with the
agreement will stand for election as nominees of Marvell at the
Marvell 2016 annual meeting of shareholders, together with Mr.
Switz and incumbent independent directors Juergen Gromer, John
Kassakian, Arturo Krueger and
Randhir Thakur.
Marvell's Board of Directors has commenced a search to identify
a Chief Executive Officer. The search will be overseen by the
Nominating and Corporate Governance Committee of the Board of
Directors, which will be chaired by Mr. Feld, and of which Mr.
Krueger, Dr. Thakur and Mr. Khaykin will be members.
The Company has retained a leading executive search firm to
assist in identifying candidates.
The Board of Directors will elect a non-executive Chairman of
the Board from among the independent members of the
Board. The Executive Compensation Committee will be
chaired by Mr. Khaykin, and Dr. Gromer, Dr. Kassakian and Mr. Feld
will be members. The Audit Committee will be chaired by
Mr. Switz, and Dr. Gromer and Dr. Kassakian will be
members.
Arturo Krueger, Marvell's lead
independent director, said, "We are pleased to have reached this
agreement with Starboard and look forward to working constructively
together as Marvell moves forward. The Board of
Directors and management are fully aligned in our continuing
commitment to our customers and to excellence in our products and
service, as well as to creating value for our
shareholders."
Mr. Feld, Managing Member of Starboard, said, "We are pleased to
have reached a constructive agreement with Marvell. Marvell
is a world class technology company, and we believe there is a
significant opportunity to regain and solidify Marvell's position
as a leader in storage, networking, connectivity, and multimedia
solutions. Bob, Rick and Oleg bring significant experience in
the semiconductor industry, and I look forward to working
constructively with my fellow Board members and the management team
to create value for the benefit of all shareholders, customers and
employees."
As part of the agreement, Starboard has agreed to vote all of
its shares in favor of the Marvell nominees at the 2016 annual
general meeting of shareholders and has entered into other
customary standstill and voting commitments.
The agreement between Marvell and Starboard will be filed with
the Securities and Exchange Commission.
Peter A. Feld has been a Managing
Member and the Head of Research of Starboard Value LP (an
investment fund) since 2011. Prior to joining Starboard, Mr.
Feld served as a Managing Director of Ramius LLC and a Portfolio
Manager of Ramius Value and Opportunity Master Fund Ltd. from
November 2008 to April 2011. He
currently serves as a director of The Brink's Company (a provider
of security-related services) and Insperity, Inc. (a provider of
human resources and business performance solutions) and during the
past five years served as a director of Darden Restaurants, Inc.,
Tessera Technologies, Inc., Integrated Device Technology, Inc.,
Unwired Planet, Inc. and Sea Change International, Inc.
Richard S. Hill has served as a member of the Board of
Directors of Tessera Technologies since August 2012 and as Chairman of the Board since
March 2013. Mr. Hill also
served as Tessera's Interim Chief Executive Officer from
April 15, 2013 until May 29, 2013. Mr. Hill previously served as
the Chief Executive Officer and member of the board of directors of
Novellus Systems Inc., until its acquisition by Lam Research
Corporation in June 2012. Before joining Novellus in 1993,
Mr. Hill spent 12 years with Tektronix Corporation, a leading
designer and manufacturer of test and measurement devices such as
oscilloscopes and logic analyzers, most recently as the President
of the Tektronix Development Company and Tektronix Components
Corporation. Before joining Tektronix, Mr. Hill worked in a variety
of engineering and management positions with General Electric,
Motorola and Hughes Aircraft Company. Presently, Mr. Hill is
a member of the Boards of Directors of Autodesk, Inc., a
multinational software corporation that makes software for the
architecture, engineering, construction, manufacturing, media, and
entertainment industries, Arrow Electronics, Inc., a global
provider of products and services to industrial and commercial
users of electronic components and enterprise computing, Cabot
Microelectronics Corporation, the leading global supplier of
chemical mechanical planarization (CMP) slurries and a growing CMP
pad supplier to the semiconductor industry, and Planar Systems,
Inc., a display and digital signage technology company. Mr.
Hill previously served on the Board of Directors of LSI
Corporation.
Oleg Khaykin has served as the
President and Chief Executive Officer and a member of the board of
directors of Viavi Solutions, a leading provider of network and
service enablement solutions, since February 2016. Prior to
joining Viavi, Mr. Khaykin was a Senior Advisor at Silver Lake
Partners. From March 2008 to
January 2015 he was President and CEO
and a member of the board of directors of International Rectifier,
a leading maker of power semiconductors, which was acquired by
Infineon Technology AG. Before joining International
Rectifier, Mr. Khaykin served most recently as the Chief Operating
Officer of Amkor Technology, Inc., a leading provider of
semiconductor assembly and test services, which he joined in 2003
as Executive Vice President of Strategy and Business Development.
He previously held positions with Conexant Systems and its spinoff
Mindspeed Technologies, Inc., as well as The Boston Consulting
Group. Mr. Khaykin serves as a director of Newport
Corporation. Mr. Khaykin was previously a member of the
board of directors of Zarlink Semiconductor Inc.
Robert E. Switz has served as the
Chairman of the Board of Micron Technology, Inc. since 2012.
He was the Chairman, President and Chief Executive Officer of ADC
Telecommunications, Inc., ("ADC"), a supplier of network
infrastructure products and services from August 2003 until December
2010, when Tyco Electronics Ltd. acquired ADC. Mr. Switz
joined ADC in 1994 and throughout his career there held numerous
leadership positions. Mr. Switz serves on the Board of
Directors of Gigamon Inc., and previously served as lead
independent director of Broadcom Corporation until its merger with
Avago Technologies Limited and as a director of GT Advanced
Technologies.
Forward-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: its use of non-GAAP financial measures as
important supplemental information. Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates,"
"can," "will" 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
from those described in this press release due to a number of risks
and uncertainties, including, among others: Marvell's ability to
recruit new executive leadership in a timely manner and, if they
are recruited, their performance, the timing of Marvell's regaining
of compliance with its SEC reporting obligations, any matters
arising out of the review and audit of Marvell's financial
statements by Marvell's new independent registered public
accounting firm, the results of further review by the Audit
Committee of certain matters that came to the Audit Committee's
attention during the course of its now-completed investigation,
adverse impact of litigation or regulatory activities, and other
risks detailed in Marvell's SEC filings from time to time.
For other factors that could cause Marvell's results to vary from
expectations, please see the risk factors identified in the
Marvell's latest Annual Report on Form 10-K for the year ended
January 31, 2015 and its latest
Quarterly Report on Form 10-Q for the quarter ended May 2, 2015 as filed with the SEC, and other
factors detailed from time to time in Marvell's filings with the
SEC. Marvell undertakes no obligation to revise or update publicly
any forward-looking statements.
About Marvell
Marvell (NASDAQ: MRVL) is a global leader in providing complete
silicon solutions and software enabling the "Smart Life and Smart
Lifestyle." From storage to Internet of Things (IoT), cloud
infrastructure, digital entertainment and in-home content delivery,
Marvell's diverse product portfolio aligns complete platform
designs with industry-leading performance, security, reliability
and efficiency. At the core of the world's most powerful consumer,
network and enterprise systems, Marvell empowers partners and their
customers to always stand at the forefront of innovation,
performance and mass appeal. By providing people around the world
with mobility and ease of access to services adding value to their
social, private and work lives, Marvell is committed to enhancing
the human experience.
As used in this release, the term "Marvell" refers to Marvell
Technology Group Ltd. and its subsidiaries. For more information,
please visit www.Marvell.com.
Marvell, the M logo, ARMADA, and Avastar are registered
trademarks of Marvell and/or its affiliates. Other names and brands
may be claimed as the property of others.
For further
information, contact:
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John Spencer
Ahn
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Sue Kim
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Investor
Relations
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Media
Relations
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408-222-7544
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408-222-1942
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johnahn@marvell.com
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suekim@marvell.com
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SOURCE Marvell Technology Group Ltd.