Shulou(Shulou.com)11/24 Report--

Thanks to CTOnews.com netizen OC_Formula for the clue delivery! CTOnews.com July 27 news, the American analog and radio frequency chip company MaxLinear (Miling Technology) announced on May 5, 2022 that it intends to buy NAND flash control chip giant Huirong Technology at the price of $114.34 per American depositary receipt (ADS) per share.

Including cash and stock, the total value of the deal is about $3.8 billion. After the acquisition, Mailing shareholders will own about 86 per cent of the combined company.

Yesterday, China's General Administration of Market Regulatory Administration issued a notice on additional restrictive conditions to approve the anti-monopoly review decision on Mailing's acquisition of Huirong Technology's equity interest, approving Mailing's acquisition of Huirong Technology.

Today, Mailing announced the termination of its acquisition of Silicon Motion Technology, saying that the merger agreement had been terminated because of Huirong.

Mailing Technology pointed out in a statement that, as stated in form 8Muk K filed with the Securities and Exchange Commission today, the company has been exempted from the obligation to complete the transaction, and among other reasons, Mailing Technology has given four reasons:

(1) some of the completion conditions stipulated in the merger agreement have not been met and cannot be met.

(2) Huirong Technology has suffered sustained significant adverse effects.

(3) Huirong Technology seriously violates the statement, warranty and commitment. And the agreement that gives the company the right of termination in the merger agreement.

(4) in any case, the external date of the first extension has passed and will not be automatically extended because certain conditions in Article 6 of the merger Agreement have not been met or waived as of May 5, 2023.

CTOnews.com Note: the agreement between the two parties stipulates that if the transaction is not completed by June 27, 2023, it will be resubmitted under the HSR Act of the United States, and the transaction was approved by the General Administration of Market Supervision of China yesterday (July 26).

It is reported that in the restrictive conditions, the State Market Regulatory Administration requires both parties to the transaction and the centralized entity to perform (including, but not limited to) the following obligations:

(1) continue to supply NAND flash memory master chip products to China in a fair, reasonable and non-discriminatory manner. Perform Huirong Technology's existing customer contract. Maintain the existing business relationship of Huirong Technology.

(2) the existing business model and operation of Huirong Technology shall not be substantially changed.

(3) to retain Huirong Technology's research and development related to NAND flash memory master chips in Taiwan, China.

(IV) retain Huirong Technology's field application engineers in China as part of its R & D resources to provide support to Huirong Technology's NAND flash master chip customers.

(5) for NAND flash memory master chips sold in China, no malicious coding shall be added to its design.

Except for the supervision and implementation of restrictive conditions in accordance with this announcement, the additional restrictive commitment plan submitted by the declaring party to the General Administration of Market Supervision on July 25, 2023 is legally binding on the parties to the transaction and the centralized entity. The above commitment shall be valid for 5 years from the effective date and will be lifted automatically after the expiration of the period.

It is worth mentioning that Mailing shares rose more than 24% after obtaining regulatory approval, but fell more than 14% after announcing the termination of the transaction. Huirong Technology shares soared to US $94 per share before the end of approval on July 25, and fell more than 40% after announcing the termination of the transaction.

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