The action is based upon the defendants’ allegedly false and misleading statements and omissions of material facts concerning MaxLinear’s ability to timely close a business combination with Silicon Motion – a combination that was ultimately abandoned (the “Merger”). Specifically, the complaint alleges that defendants failed to disclose that: (i) MaxLinear had decided it would not consummate the Merger because the economic circumstances surrounding the Merger had materially changed, including a material downturn in the semiconductor industry and rising interest rates; (ii) MaxLinear had determined to unilaterally terminate the Merger in the event the Merger was approved by China’s State Administration for Market Regulation (“SAMR”); (iii) MaxLinear intended to argue that certain conditions in Article 6 of the Agreement and Plan of Merger (the “Merger Agreement”) had not been satisfied as required by May 5, 2023 (i.e., before the class period) as a basis to terminate the Merger; and (iv) as a result, defendants had materially misrepresented the viability of the Merger, the purported benefits of the Merger and the likelihood that the Merger would be consummated.
On July 26, 2023, regulatory approval for the Merger was granted by China’s SAMR. The price of Silicon Motion ADSs nearly doubled from the prior day’s close of $52.20 per ADS to an intraday high of $95.33 per ADS on July 26, 2023. Near the close of trading on July 26, 2023, however, MaxLinear shocked the market by announcing in a press release, as described in a Form 8-K filed with the U.S. Securities and Exchange Commission that day, that MaxLinear was unilaterally terminating the Merger.
Prior to the market’s open on July 27, 2023, Silicon Motion issued a press release repudiating MaxLinear’s purported reasons for the termination. In response to the news, between the market open on July 26, 2023 and the market close on July 27, 2023, the price of Silicon Motion ADSs declined from $94.20 per ADS to $52.51 per ADS, representing a decline of $41.69 per ADS (or 44%).
On August 7, 2023, Silicon Motion issued another press release in which it categorically rejected MaxLinear’s purported termination of the Merger Agreement, and the assertions made by MaxLinear in its notice of July 26, 2023. Silicon Motion further stated that it would vigorously pursue its remedies and reserved all of its rights under the Merger Agreement and otherwise, including, but not limited to, the right to hold MaxLinear liable for substantial damages. In response to this news, the price of Silicon Motion ADSs closed down $3.57 per ADS on August 16, 2023, or more than 6%, from the prior day’s close of $58.01, on higher than average volume.
The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.