Expected to close in the first hand of 2023 for a closing value of $8 billion in a cash plus stock deal. Under the terms of the definitive agreement, the transaction consideration will consist of $93.54 in cash and 0.388 shares of MaxLinear stock for each Silicon Motion ADS (American Depositary Share) and $23.385 in cash and 0.097 shares of MaxLinear common stock for each Silicon Motion ordinary share not represented by an ADS.

Merger Agreement

Silicon Motion Technology Corporation Investor Relations

MaxLinear, Inc. Investor Relations

Termination Fee

Company Termination Fee (To be paid by Silicon Motion Technology Corporation): $132 million

Parent Termination Fee (To be paid by MaxLinear): $160 million

Update(s)

June 28, 2022: MaxLinear (MXL) announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the previously announced agreement under which MaxLinear will acquire Silicon Motion Technology Corporation (SIMO) in a cash and stock transaction.

August 31, 2022: Shareholders of Silicon Motion (SIMO) approved the previously announced merger agreement under which MaxLinear (MXL) will acquire Silicon Motion, and approved other proposals related to the transaction.

August 31, 2022: The State Administration for Market Regulation in the People’s Republic of China advised MaxLinear (MXL) to refile for the planned acquisition of Silicon Motion Technology Corporation (SIMO).

September 2022: MaxLinear (MXL) and Silicon Motion (SIMO), which had previously filed with China’s State Administration for Market Regulation (“SAMR”) under the simplified procedures, refiled under the normal procedures as advised by SAMR. MaxLinear and Silicon Motion cannot predict with certainty the length of review under the normal procedure, but both parties continue to expect a final determination by SAMR in the second or third quarter of 2023. Closing of the Transaction is subject to certain customary closing conditions, including regulatory approval from SAMR and, if closing occurs after June 27, 2023, an additional filing under the HSR Act.

Expected to close in the first hand of 2023 for a closing value of $8 billion in a cash plus stock deal. Under the terms of the definitive agreement, the transaction consideration will consist of $93.54 in cash and 0.388 shares of MaxLinear stock for each Silicon Motion ADS (American Depositary Share) and $23.385 in cash and 0.097 shares of MaxLinear common stock for each Silicon Motion ordinary share not represented by an ADS.

Merger Agreement

Silicon Motion Technology Corporation Investor Relations

MaxLinear, Inc. Investor Relations

Termination Fee

Company Termination Fee (To be paid by Silicon Motion Technology Corporation): $132 million

Parent Termination Fee (To be paid by MaxLinear): $160 million

Update(s)

June 28, 2022: MaxLinear (MXL) announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the previously announced agreement under which MaxLinear will acquire Silicon Motion Technology Corporation (SIMO) in a cash and stock transaction.

August 31, 2022: Shareholders of Silicon Motion (SIMO) approved the previously announced merger agreement under which MaxLinear (MXL) will acquire Silicon Motion, and approved other proposals related to the transaction.

August 31, 2022: The State Administration for Market Regulation in the People’s Republic of China advised MaxLinear (MXL) to refile for the planned acquisition of Silicon Motion Technology Corporation (SIMO).

September 2022: MaxLinear (MXL) and Silicon Motion (SIMO), which had previously filed with China’s State Administration for Market Regulation (“SAMR”) under the simplified procedures, refiled under the normal procedures as advised by SAMR. MaxLinear and Silicon Motion cannot predict with certainty the length of review under the normal procedure, but both parties continue to expect a final determination by SAMR in the second or third quarter of 2023. Closing of the Transaction is subject to certain customary closing conditions, including regulatory approval from SAMR and, if closing occurs after June 27, 2023, an additional filing under the HSR Act.