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As filed with the Securities and Exchange Commission on June 15, 2022

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
Under
The Securities Act of 1933

MaxLinear, Inc.
(Exact name of Registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of
Incorporation or Organization)

3674

(Primary Standard Industrial
Classification Code Number)

14-1896129

(I.R.S. Employer
Identification Number)

5966 La Place Court, Suite 100
Carlsbad, CA 92008
(760) 692-0711

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Kishore Seendripu, Ph.D.
Chief Executive Officer
MaxLinear, Inc.
5966 La Place Court, Suite 100
Carlsbad, CA 92008
(760) 692-0711

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Robert F. Kornegay
Robert T. Ishii
Robert L. Wernli, Jr.
Rich Mullen
Wilson Sonsini Goodrich & Rosati, P.C.
12235 El Camino Real
San Diego, CA 92130
(858) 350-2300

Kishore Seendripu, Ph.D.
Chief Executive Officer
MaxLinear, Inc.
5966 La Place Court,
Suite 100
Carlsbad, CA 92008
(760) 692-0711

Charles K. Ruck
Christopher R. Drewry
Latham & Watkins LLP
650 Town Center
Drive, 20th Floor
Costa Mesa, CA 92625
(714) 540-1235

Benjamin P. Su
Latham & Watkins LLP
18th Floor
One Exchange Square
8 Connaught Place
Central, Hong Kong
+852 2912-2500

Robert S. Matlin
Billy M.C. Chen
Chris Cunningham
K&L Gates LLP
599 Lexington Avenue
New York, NY 10022
(212) 536-3900

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13(e)-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY — SUBJECT TO COMPLETION — DATED JUNE 15, 2022

PROXY STATEMENT
OF SILICON MOTION TECHNOLOGY
CORPORATION

PROSPECTUS
OF MAXLINEAR, INC.

PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT

The boards of directors of MaxLinear, Inc. (“Parent”) and Silicon Motion Technology Corporation (“Silicon Motion” or the “Company”) have each unanimously approved a transaction that will result in the merger of Shark Merger Sub (“Merger Sub”) with and into the Company with the Company continuing as the surviving company (the “Surviving Company”) as a wholly-owned subsidiary of Parent (the “Merger”).

Parent is offering to acquire all of the issued and outstanding ordinary shares, par value $0.01 per share, of the Company (“Company Shares”), including Company Shares represented by American Depositary Shares (“ADSs”), each representing four Company Shares. In this proxy statement/prospectus, the Company refers to holders of Company Shares as holders of Company Shares or Company shareholders, the Company refers to holders of ADSs as holders of ADSs or ADS holders and the Company refers to Company shareholders and holders of ADSs together as Company securityholders.

Pursuant to the terms of the Merger Agreement, dated May 5, 2022, by and among Parent, Merger Sub and the Company (the “Merger Agreement”), and subject to the terms and conditions set forth therein, at the effective time of the Merger (the “Effective Time”):

(i)

each Company Share issued and outstanding immediately prior to the Effective Time (other than (x)(A) Company Shares held by Parent, the Company, or any of their subsidiaries and (B) Company Shares held by The Bank of New York Mellon, in its capacity as ADS depositary (the “ADS Depositary”), and reserved for issuance and allocation pursuant to the Company’s 2015 Incentive Plan ((A) and (B), collectively, the “Excluded Shares”), (y) Company Shares owned by Company shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger in accordance with section 238 of the Companies Act (2022 Revision) of the Cayman Islands (the “CICA”) and (z) Company Shares represented by ADSs), will be cancelled in exchange for the right to receive the following consideration (collectively, the “Per Share Merger Consideration”):

(A)

$23.385 in cash, without interest and less any applicable withholding tax, plus

(B)

0.097 validly issued, fully paid and nonassessable shares of common stock of Parent (“Parent Common Stock”), par value $0.0001 per share (“Parent Shares”), with cash in lieu of any fractional Parent Shares;

(ii)

each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing any Excluded Shares), together with the underlying Company Shares represented by such ADSs, will be cancelled in exchange for the right to receive the following consideration (collectively, the “Per ADS Merger Consideration” and, together with the Per Share Merger Consideration, the “Merger Consideration”):

(A)

$93.54 in cash, without interest and less any applicable withholding tax, plus

(B)

0.388 Parent Shares, with cash in lieu of any fractional Parent Shares; and

(iii)

each ordinary share, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and non-assessable ordinary share, par value $0.01 per share, of the Surviving Company.

No fractional Parent Share will be issued pursuant to the Merger and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. Each Company securityholder who would otherwise have been entitled to receive a fraction of a Parent Share (after aggregating all Company Shares evidenced by the relevant share certificates, uncertificated shares, ADSs or other acceptable evidence delivered by such Company securityholder to the exchange agent for the Merger) will receive in lieu thereof a cash payment (without interest) in an amount equal to such fractional part of a Parent Share multiplied by the volume weighted average price of a Parent Share for a 10 trading day period, starting with the opening of trading on the 11th trading date prior to the Closing (as defined below) to the closing of trading on the second to last trading date prior to the Closing, as reported by Bloomberg.

Based on the number of Company Shares including those represented by ADSs outstanding as of June 14, 2022 (the most recent practicable trading day prior to the date of this proxy statement/prospectus), Parent expects to issue

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approximately 12,825,577 Parent Shares to Company securityholders pursuant to the Merger. The actual number of Parent Shares to be issued pursuant to the Merger will be determined at completion of the Merger based on the exchange ratios applicable to Company Shares and ADSs and the number of Company Shares, including those represented by ADSs, outstanding at such time. Based on the number of Company Shares, including those represented by ADSs, outstanding as of June 14, 2022 (the most recent practicable trading day prior to the date of this proxy statement/prospectus), and the number of Parent Shares outstanding as of June 14, 2022 (the most recent practicable trading day prior to the date of this proxy statement/prospectus), it is expected that, immediately after completion of the Merger, former Company securityholders will own approximately 14.1% of the outstanding Parent Shares (on an as converted basis).

Parent Common Stock trades on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “MXL.” The closing price of Parent Common Stock was $53.61 per share on May 4, 2022, the last trading day before public announcement of the Merger. The closing price of Parent Common Stock was $36.60 per share on June 14, 2022, the last trading day before the date of this proxy statement/prospectus. The ADSs trade on Nasdaq under the symbol “SIMO.” The closing price of the ADSs was $81.20 per ADS on May 4, 2022, the last trading day before public announcement of the Merger. The closing price of the ADSs was $88.07 per ADS on June 14, 2022, the last trading day before the date of this proxy statement/prospectus.

The Company cannot complete the Merger unless the Company shareholders approve the Merger Agreement and the transactions contemplated thereby (including the Merger) at the extraordinary general meeting of Company shareholders (the “extraordinary general meeting”). The Company is asking the Company shareholders to consider and vote on the Merger Proposal and the Adjournment Proposal (each as defined below) at the extraordinary general meeting. The Company has also instructed the ADS Depositary to provide ADS holders with the opportunity to issue voting instructions for the Company Shares represented by their ADSs in connection with the Merger Proposal and the Adjournment Proposal. Whether or not you plan to attend the extraordinary general meeting, please take the time to vote by following the voting instructions included in the enclosed proxy card or ADS voting instruction card. If you sign, date and return a valid proxy card without indicating how you want to vote, your Company Shares represented by your proxy will be counted as a vote “FOR” the Merger Proposal and a vote “FOR” the Adjournment Proposal unless you appoint a person other than the chairman of the extraordinary general meeting as proxy, in which case the Company Shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

This proxy statement/prospectus contains a more complete description of the extraordinary general meeting and the terms of the Merger. The Company urges you to review this entire document carefully. In particular, you should read carefully the information under the section entitled “Risk Factors.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued as Merger Consideration or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [•], 2022 and is first being mailed to
Silicon Motion’s securityholders on or about [•], 2022.

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[MISSING IMAGE: lg_siliconmotion-4clr.jpg]

SILICON MOTION TECHNOLOGY CORPORATION

Flat C, 19/F, Wing Cheong Commercial Building
Nos 19-25 Jervois Street
Hong Kong

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

To Silicon Motion Shareholders:

You are cordially invited to attend an extraordinary general meeting of Company shareholders (the “extraordinary general meeting”) of Silicon Motion Technology Corporation, an exempted company incorporated and existing under the laws of the Cayman Islands (“Silicon Motion” or the “Company,”), to be held on [•], 2022, at [•] [a.m. / p.m.] (Taiwan time) ([•] [a.m. / p.m.] Eastern time), at 2F, No.26, Taiyuan Street, Zhubei City, Hsinchu County 302, Taiwan.

At the extraordinary general meeting, you will be asked to consider and vote on the following two proposals:

as a special resolution, a proposal to:

(a)

approve the acquisition of the Company by MaxLinear, Inc., a Delaware corporation (“Parent”), including the approval of (i) the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated May 5, 2022, by and among Parent, Shark Merger Sub, an exempted company incorporated and existing under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, pursuant to which Merger Sub will merge with and into the Company with the Company continuing as the surviving company (the “Surviving Company”) and becoming a wholly-owned subsidiary of Parent (the “Merger”); (ii) the plan of merger required to be filed with the Registrar of Companies in the Cayman Islands (the “Plan of Merger”) substantially in the form attached as Exhibit A to the Merger Agreement; (iii) the Merger itself, on the terms and subject to the conditions set forth in the Merger Agreement, including (y) the amendment and restatement of the existing memorandum and articles of association of the Company by replacing them in their entirety with the amended and restated memorandum and articles of association in the form attached as Appendix II to the Plan of Merger at the effective time of the Merger (the “Effective Time”), and (z) the variation of the authorized share capital of the Company from US$5,000,000 divided into 500,000,000 shares of a par value of US$0.01 each to US$50,000 divided into 5,000,000 shares of a par value of US$0.01 each at the Effective Time; and (iv) all other transactions and arrangements contemplated by the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement/prospectus; and

(b)

authorize any director of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the transactions contemplated under the Merger Agreement,

(sub paragraphs (a) and (b) above are collectively referred to as the “Merger Proposal”); and

if necessary, as an ordinary resolution, a proposal to instruct the chairman of the extraordinary general meeting to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the extraordinary general meeting (the “Adjournment Proposal”).

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If the Merger is completed, at the Effective Time:

Each ordinary share of the Company, par value $0.01 (each, a “Company Share”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares (as defined below), Dissenting Shares (as defined below) and Company Shares represented by American Depositary Shares (“ADSs”)) will be cancelled in exchange for the right to receive (i) $23.385 in cash, without interest and less any applicable withholding taxes, and (ii) 0.097 validly issued, fully paid and non-assessable shares of common stock, par value $0.0001 per share, of Parent (the “Parent Shares”), with cash in lieu of any fractional Parent Shares (collectively, the “Per Share Merger Consideration”). Each ADS (other than ADSs representing any Excluded Shares) issued and outstanding immediately prior to the Effective Time, together with the underlying Company Shares represented by such ADS, will be cancelled in exchange for the right to receive (i) $93.54 in cash, without interest and less any applicable withholding taxes, and (ii) 0.388 Parent Shares, with cash in lieu of any fractional Parent Shares (collectively, the “Per ADS Merger Consideration” and, together with the Per Share Merger Consideration, the “Merger Consideration”).

The ADS holders will pay any applicable fees, charges and expenses of The Bank of New York Mellon, in its capacity as ADS depositary (the “ADS Depositary”), and government charges due to or incurred by the ADS Depositary, in connection with the cancellation of the ADSs surrendered (and the underlying Company Shares), including applicable ADS cash distribution fees or ADS cancellation fees ($[ ] per ADS pursuant to the terms of the amended and restated deposit agreement (the “Deposit Agreement”), dated as of December 5, 2013, by and among the Company, the ADS Depositary, and the owners and beneficial owners of ADSs issued thereunder).

Company Shares (including any such Company Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time held by Parent, the Company or any of their subsidiaries and Company Shares (including any such Company Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time held by the ADS Depositary and reserved for issuance and allocation pursuant to the Company’s 2015 Incentive Plan (collectively, the “Excluded Shares”) will be cancelled and no consideration or payment will be delivered in exchange therefor or in respect thereof.

Company Shares issued and outstanding immediately prior to the Effective Time and held by registered Company shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger (the “Dissenting Shares”) in accordance with section 238 of the Companies Act (2022 Revision) of the Cayman Islands (the “CICA”) will be cancelled and holders of the Dissenting Shares (the “Dissenting Shareholders”) will not be entitled to receive the Per Share Merger Consideration and will instead only be entitled to payment of the fair value of such Dissenting Shares determined in accordance with the provisions of the CICA.

Each ordinary share, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and non-assessable ordinary share, par value $0.01 per share, of the Surviving Company.

Only registered holders of Company Shares (i.e. Company shareholders whose name is registered in the register of members of the Company) as of the close of business in New York City on [•], 2022 (the “Share Record Date”) or their proxies are entitled to attend and vote at the extraordinary general meeting

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or any adjournment thereof. If you appoint a person other than the chairman of the extraordinary general meeting as your proxy, your proxy must attend the extraordinary general meeting in person in order to vote on your behalf.

If you hold your Company Shares through a bank, broker or other securities intermediary or nominee, you must rely on and follow the procedures of the relevant bank, broker or other securities intermediary or nominee through which you hold your Company Shares if you wish to vote your Company Shares at the extraordinary general meeting.

The Company will instruct the ADS Depositary to deliver to holders of ADSs as of the close of business in New York City on [•], 2022 (the “ADS Record Date”) a Depositary Notice and an ADS voting instruction card, and holders of ADSs as of the ADS Record Date will have the right to instruct the ADS Depositary how to vote the Company Shares underlying their ADSs at the extraordinary general meeting, subject to and in accordance with the terms of the Deposit Agreement. A copy of the Deposit Agreement is available free of charge at the SEC’s website at www.sec.gov.

If you hold your ADSs through a bank, broker or other securities intermediary or nominee, you must follow the procedures of the relevant bank, broker or other securities intermediary or nominee through which you hold your ADSs if you wish to give ADS voting instructions to the ADS Depositary to vote the Company Shares represented by your ADSs at the extraordinary general meeting.

If you are a holder of ADSs registered in your name and wish to vote the Company Shares represented by your ADSs directly at the extraordinary general meeting, you must surrender your ADSs to the ADS Depositary by [•], 2022 for cancellation of the ADSs, withdrawal of the Company Shares represented by your cancelled ADSs and registration of the Company Shares so withdrawn in your name in the register of members of the Company in order to vote the Company Shares in person or by proxy at the extraordinary general meeting.

If you hold your ADSs through a bank, broker or other securities intermediary or nominee and wish to vote the Company Shares represented by your ADSs directly at the extraordinary general meeting, you must instruct your bank, broker or other securities intermediary or nominee to surrender your ADSs to the ADS Depositary by [•], 2022 to provide for cancellation of the ADSs, withdrawal of the Company Shares represented thereby and proper registration of the Company Shares so withdrawn in the register of members of the Company and follow the procedures of the relevant bank, broker or such other securities intermediary or nominee if you wish to vote the Company Shares previously represented by your ADSs at the extraordinary general meeting.

The board of directors of the Company (the “Company Board”), after considering the factors to be more fully described in the enclosed proxy statement/prospectus, has unanimously (i) determined that the transactions contemplated by the Merger Agreement (the “Transactions”), including the Merger, are advisable, fair to, and in the best interests of, the Company and the Company shareholders; (ii) approved, adopted and declared advisable the Merger Agreement and the Transactions, including the Merger; (iii) directed that the Merger Agreement be submitted to the Company shareholders for its adoption; and (iv) resolved to recommend that the Company shareholders adopt the Merger Agreement. Accordingly, the Company Board unanimously recommends that you vote FOR each of the above proposals, which are described in the enclosed proxy statement/prospectus.

Your vote is very important, regardless of the number of Company Shares or ADSs that you own. Approval of the Merger Proposal requires the affirmative vote of the Company shareholders representing not less than two-thirds of the votes cast by such Company shareholders as, being entitled so to do, vote in person or by proxy, or in the case of such Company shareholders as are corporations, by their respective duly authorized representative at the extraordinary general meeting (or any adjournment thereof). Approval of the Adjournment Proposal requires a simple majority of the votes cast by such Company shareholders as, being entitled so to do, vote in person or by proxy, or in the case of such Company shareholders as are corporations, by their respective duly authorized representative at the extraordinary general meeting (or any adjournment thereof).

The presence of two or more registered Company shareholders of the Company entitled to vote in person or by proxy or (in the case of a Company shareholder being a corporation) by its duly authorized

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representative representing not less than one-third in nominal value of the total issued voting shares of the Company throughout the extraordinary general meeting will constitute a quorum for all purposes. If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the extraordinary general meeting may determine to wait) after the time appointed for the extraordinary general meeting, a quorum is not present, the extraordinary general meeting will be adjourned to the same day in the immediately following week at the same time and place or to such time and place as the Company Board may determine. At such adjourned meeting, if a quorum is not present within half an hour from the time appointed for holding the meeting, the extraordinary general meeting will be dissolved. Under the terms of the Merger Agreement, the extraordinary general meeting cannot be adjourned for more than five business days at a time or ten business days in the aggregate after the date appointed for the extraordinary general meeting without the prior written consent of Parent.

Your vote is very important. If you are a registered Company shareholder, whether or not you are able to attend the extraordinary general meeting in person, the Company strongly urges that you complete, sign, date and return the proxy card in accordance with the instructions printed thereon and return it promptly. In order to be valid, the duly completed, signed and dated proxy card must be received by the Company’s coordinator at 6F., No.27, Sec. 1, Anhe Rd., Da-an District, Taipei City 106646, Taiwan by [•] [a.m. / p.m.] (Taiwan time) on [•], 2022. Completion and return of the proxy card will not preclude a registered Company shareholder from attending and voting at the extraordinary general meeting in person and, in such event, the proxy shall be revoked by operation of law.

If your Company Shares are held in “street name” (meaning held through a bank, broker or other securities intermediary or nominee), you will be able to either direct the registered holder of your Company Shares on how to vote your Company Shares or obtain a proxy from the registered holder to enable you to participate in, and to vote your Company Shares at, the extraordinary general meeting. Your bank, broker or other securities intermediary or nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you are an ADS holder, you are strongly urged to complete, sign, date and return the ADS voting instruction card and return it to the ADS Depositary in accordance with the instructions printed thereon and in the Depositary Notice, as soon as possible and, in any event, so as to be received by the ADS Depositary no later than [•] [a.m. / p.m.] (Eastern time) on [•], 2022.

As the registered holder of the Company Shares represented by ADSs, upon the timely receipt from an ADS holder as of the ADS Record Date of voting instructions in the manner specified by the ADS Depositary, the ADS Depositary will endeavor to vote (or to cause the vote of) (in person or by proxy), in so far as practicable and permitted under applicable law, the provisions of the Deposit Agreement and the memorandum of association and articles of association of the Company, the Company Shares represented by ADSs at the extraordinary general meeting in accordance with the voting instructions timely received (or deemed received) from holders of ADSs as of the ADS Record Date. Pursuant to Section 4.07 of the Deposit Agreement, the ADS Depositary will not itself exercise any voting discretion in respect of any Company Shares represented by ADSs and it will not vote or attempt to exercise the right to vote any Company Shares represented by ADSs other than in accordance with voting instructions timely received from the relevant ADS holder except as discussed below. Accordingly, ADS holders as of the ADS Record Date whose voting instructions are timely received but fail to specify the manner in which the ADS Depositary is to vote will be deemed to have instructed the ADS Depositary to vote in favor of the items set forth in such voting instruction. In addition, if the ADS Depositary does not receive timely voting instructions from an ADS holder as of the ADS Record Date on or before the ADS voting instruction deadline, such ADS holder shall be deemed, and the ADS Depositary shall deem such ADS holder, to have instructed the ADS Depositary to give a discretionary proxy to a person designated by the Company to vote the Company Shares, in each case upon the terms of the Deposit Agreement; provided, however, that no such discretionary proxy shall be given by the ADS Depositary with respect to any matter to be voted upon at the extraordinary general meeting as to which the Company informs the ADS Depositary that it does not wish such proxy to be given, that substantial opposition exists to the matter to be voted on at the extraordinary general meeting or that the rights of holders of Company Shares may be materially adversely affected as to such matter. If you hold your ADSs in a bank, brokerage or other securities intermediary or nominee account, you must rely on the procedures of the bank, broker or other securities intermediary or nominee through which you hold your ADSs if you wish to vote.

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Holders of ADSs will not be able to attend or vote at the extraordinary general meeting directly (whether in person or by proxy) unless they surrender their ADSs to the ADS Depositary for cancellation and delivery of Company Shares and become registered holders of Company Shares in the Company’s register of members prior to the close of business in New York City on the Share Record Date. ADS holders who wish to attend and vote at the extraordinary general meeting need to make arrangements, either themselves if they are registered holders of ADSs or with their bank, broker or other securities intermediary or nominee if they hold their ADSs with their bank, broker or other securities intermediary or nominee, to deliver the ADSs to the ADS Depositary for cancellation before the close of business in New York City on [•], 2022 together with (a) delivery instructions for the corresponding Company Shares represented by such ADSs (including, if applicable, the name and address of person who will be the registered holder of such Company Shares), (b) payment of ADS Depositary’s fees associated with such cancellation ($[ ] per ADS), which will not be borne by the Company, and any applicable taxes, and (c) certification that the ADS holder either (i) beneficially owned the relevant ADSs as of the ADS Record Date and has not given, and will not give, voting instructions to the ADS Depositary as to the ADSs being surrendered (or has cancelled all voting instructions previously given), or has given voting instructions to the ADS Depositary as to the ADSs being surrendered but undertakes not to vote the corresponding Company Shares at the extraordinary general meeting or (ii) did not beneficially own the relevant ADSs as of the ADS Record Date and undertakes not to vote the corresponding Company Shares at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank or other securities intermediary or nominee account, please promptly contact your broker, bank or other securities intermediary or nominee to find out what actions you need to take to instruct the broker, bank or other securities intermediary or nominee to surrender the ADSs on your behalf. Upon surrender of the ADSs, the ADS Depositary will direct Hongkong and Shanghai Banking Corporation Limited, the custodian holding the Company Shares (the “ADS Custodian”), to deliver, or cause the delivery of, the Company Shares represented by the ADSs so cancelled to or upon the written order of the person(s) designated in the order delivered to the ADS Depositary for such purpose. If you hold ADSs through a broker, bank or other securities intermediary or nominee, you should contact that broker, bank or other securities intermediary or nominee to determine the date by which you must instruct them to act in order that the necessary processing can be completed in time. If after the registration of Company Shares in your name you wish to receive a certificate evidencing the Company Shares registered in your name, you will need to request the Company to instruct its Cayman Islands share registrar services provider, Suntera (Cayman) Limited, to issue and mail a certificate to your attention. If the Merger is not consummated, the Company will continue to be a publicly traded company in the United States and the ADSs will continue to be listed on the Nasdaq Global Select Market (“Nasdaq”). The Company Shares are not listed and cannot be traded on any stock exchange other than Nasdaq, and in such case only in the form of ADSs. As a result, if you have surrendered your ADSs for cancellation and became a registered holder of Company Shares in order to attend the extraordinary general meeting and the Merger is not consummated and you wish to be able to sell your Company Shares on a stock exchange, you will need to deposit your Company Shares with the ADS Custodian for the issuance of the corresponding number of ADSs, subject to the terms and conditions of applicable law and the Deposit Agreement, including, among other things, payment of relevant fees of the ADS Depositary for the issuance of ADSs ($[ ] per ADS issued), applicable share transfer taxes (if any), and related charges pursuant to the Deposit Agreement.

Registered Company shareholders who dissent from the Merger in accordance with the requirements of the CICA will have the right to receive payment of the fair value of their Company Shares as determined in accordance with section 238 of the CICA if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of section 238 of the CICA. A copy of section 238 of the CICA is attached as Annex B to the accompanying proxy statement/prospectus. The fair value of their Company Shares as determined under the CICA could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters’ rights with respect to their Company Shares. The accompanying proxy statement/prospectus is not to be construed or taken as legal advice on Cayman Islands law. Registered Company shareholders who wish to exercise any rights under section 238 of the CICA or otherwise must obtain their own copy of the complete CICA and seek legal advice from a law firm authorized to practice Cayman Islands law without delay.

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IF YOU ARE A BENEFICIAL OWNER AND HOLD YOUR COMPANY SHARES IN “STREET NAME” THROUGH A BANK, BROKER OR OTHER SECURITIES INTERMEDIARY OR NOMINEE AND WISH TO DISSENT FROM THE MERGER, YOU MUST MAKE ALL NECESSARY ARRANGEMENTS WITH THE RELEVANT BANK, BROKER OR OTHER SECURITIES INTERMEDIARY OR NOMINEE (AS THE CASE MAY BE) TO ENSURE THAT YOUR COMPANY SHARES ARE REGISTERED IN YOUR OWN NAME IN THE REGISTER OF MEMBERS OF THE COMPANY SUCH THAT YOU BECOME A REGISTERED COMPANY SHAREHOLDER IN ORDER FOR YOU TO EXERCISE DISSENTERS’ RIGHTS. BANKS, BROKERS OR OTHER SECURITIES INTERMEDIARIES OR NOMINEES ARE UNLIKELY TO EXERCISE OR ATTEMPT TO EXERCISE ANY DISSENTERS’ RIGHTS WITH RESPECT TO ANY OF THE COMPANY SHARES THAT THEY HOLD, EVEN IF A BENEFICIAL OWNER OF THE COMPANY SHARES REQUESTS THEM TO DO SO. YOU MUST CONTACT THE RELEVANT BANK, BROKER OR OTHER SECURITIES INTERMEDIARY OR NOMINEE PROMPTLY TO ENSURE THAT YOU BECOME A REGISTERED HOLDER OF YOUR COMPANY SHARES IN SUFFICIENT TIME AHEAD OF THE DATE OF THE EXTRAORDINARY GENERAL MEETING, AS YOU MUST DELIVER TO THE COMPANY A WRITTEN OBJECTION TO THE MERGER BEFORE THE VOTE TO AUTHORIZE AND APPROVE THE MERGER IS TAKEN AT THE EXTRAORDINARY GENERAL MEETING. YOU MUST SUBSEQUENTLY COMPLY WITH ALL PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENTERS’ RIGHTS WITH RESPECT TO THE COMPANY SHARES UNDER SECTION 238 OF THE CICA. IF THE MERGER IS NOT CONSUMMATED, THE COMPANY WILL CONTINUE TO BE A PUBLIC COMPANY IN THE UNITED STATES. AS A RESULT, IF YOU BECAME A REGISTERED SHAREHOLDER FOR PURPOSES OF EXERCISING DISSENTERS’ RIGHTS AND THE MERGER IS NOT CONSUMMATED, AND YOU WISH TO TRANSFER YOUR COMPANY SHARES BACK TO A BANK, BROKER OR OTHER SECURITIES INTERMEDIARY OR NOMINEE, YOU WILL NEED TO CONTACT THE RELEVANT BANK, BROKER OR OTHER SECURITIES INTERMEDIARY OR NOMINEE TO MAKE ALL NECESSARY ARRANGEMENTS.

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PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENTERS’ RIGHTS WITH RESPECT TO THE COMPANY SHARES UNDER SECTION 238 OF THE CICA. IF THE MERGER IS NOT CONSUMMATED, THE COMPANY WILL CONTINUE TO BE A PUBLICLY TRADED COMPANY IN THE UNITED STATES AND THE ADSS WILL CONTINUE TO BE LISTED ON NASDAQ. THE COMPANY SHARES ARE NOT LISTED AND CANNOT BE TRADED ON ANY STOCK EXCHANGE OTHER THAN NASDAQ, AND IN SUCH CASE ONLY IN THE FORM OF ADSS. AS A RESULT, IF A FORMER ADS HOLDER HAS SURRENDERED HIS, HER OR ITS ADSS FOR CANCELLATION AND BECAME A REGISTERED HOLDER OF COMPANY SHARES IN ORDER TO EXERCISE DISSENTERS’ RIGHTS AND THE MERGER IS NOT CONSUMMATED AND SUCH FORMER ADS HOLDER WISHES TO BE ABLE TO SELL HIS, HER OR ITS COMPANY SHARES ON A STOCK EXCHANGE, SUCH FORMER ADS HOLDER WILL NEED TO DEPOSIT HIS, HER OR ITS SHARES WITH THE ADS CUSTODIAN FOR THE ISSUANCE OF THE CORRESPONDING NUMBER OF ADSS, SUBJECT TO THE TERMS AND CONDITIONS OF APPLICABLE LAW AND THE DEPOSIT AGREEMENT, INCLUDING, AMONG OTHER THINGS, PAYMENT OF RELEVANT FEES OF THE ADS DEPOSITARY FOR THE ISSUANCE OF ADSS ($[ ] PER ADS ISSUED), APPLICABLE SHARE TRANSFER TAXES (IF ANY), AND RELATED CHARGES PURSUANT TO THE DEPOSIT AGREEMENT.

Enclosed with this letter you will find an attached notice of the extraordinary general meeting and proxy statement/prospectus, along with a separate Company Share proxy card or ADS voting instruction card. The accompanying proxy statement/prospectus provides you with detailed information about the Merger, the Merger Proposal, the Adjournment Proposal and the extraordinary general meeting. A copy of the Merger Agreement is attached as Annex A to the proxy statement/prospectus. The Company encourages you to read the proxy statement/prospectus and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information. Please give this material your careful attention. You also may obtain more information about the Company from documents the Company has filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”).

If you have any questions or need assistance voting your Company Shares or ADSs, please contact the Company’s Proxy Solicitor:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers may call: (212) 269-5550
Company securityholders may call toll free: (800) 431-9629
Email: SIMO@dfking.com

ADS holders who have any questions should contact the ADS Depositary using the contact details provided on the ADS voting instruction card. ADS holders who hold ADSs indirectly should contact their bank, broker or other securities intermediary or nominee through which such ADSs are held.

On behalf of the Company Board, I thank you for your support and appreciate your consideration of these matters.

Sincerely,

James Chow
Chairman of the Company Board

Neither the SEC, nor any state securities commission has approved or disapproved the transactions contemplated hereunder or determined if the accompanying document is accurate or adequate. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [•], 2022, and, together with the enclosed form of proxy card, is first being mailed to Company securityholders on or about [•], 2022.

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SILICON MOTION TECHNOLOGY CORPORATION

Flat C, 19/F, Wing Cheong Commercial Building
Nos 19-25 Jervois Street, Hong Kong

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON [•], 2022

Notice is hereby given that an extraordinary general meeting of shareholders (the “extraordinary general meeting”) of Silicon Motion Technology Corporation, an exempted company incorporated and existing under the laws of the Cayman Islands (“Silicon Motion” or the “Company”), will be held on, [•], 2022, at [•] [a.m. / p.m.] Taiwan time ([•] [a.m. / p.m.] Eastern time) at 2F, No.26, Taiyuan Street, Zhubei City, Hsinchu County 302, Taiwan, for the purposes of considering and, if thought fit, approving the following resolutions:

The Merger Proposal.

AS A SPECIAL RESOLUTION THAT:

(a)

the acquisition of the Company by MaxLinear, Inc., a Delaware corporation (“Parent”), including (i) the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated May 5, 2022, by and among Parent, Shark Merger Sub, an exempted company incorporated and existing under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, pursuant to which Merger Sub will merge with and into the Company with the Company continuing as the surviving company (the “Surviving Company”) and becoming a wholly-owned subsidiary of Parent (the “Merger”); (ii) the plan of merger required to be filed with the Registrar of Companies in the Cayman Islands (the “Plan of Merger”) substantially in the form attached as Exhibit A to the Merger Agreement; (iii) the Merger itself, on the terms and subject to the conditions set forth in the Merger Agreement, including (y) the amendment and restatement of the existing memorandum and articles of association of the Company by replacing them in their entirety with the amended and restated memorandum and articles of association in the form attached as Appendix II to the Plan of Merger at the effective time of the Merger (the “Effective Time”), and (z) the variation of the authorized share capital of the Company from US$5,000,000 divided into 500,000,000 shares of a par value of US$0.01 each to US$50,000 divided into 5,000,000 shares of a par value of US$0.01 each at the Effective Time; and (iv) all other transactions and arrangements contemplated by the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement/prospectus, be and are hereby approved; and

(b)

any director of the Company be and is hereby authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the transactions contemplated under the Merger Agreement,

(sub paragraphs (a) and (b) above are collectively referred to as the “Merger Proposal”); and

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The Adjournment Proposal.

IF NECESSARY, AS AN ORDINARY RESOLUTION THAT:

(a)

the chairman of the extraordinary general meeting be and is hereby instructed to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the extraordinary general meeting.

Only registered holders of ordinary shares of the Company, par value $0.01 per share (the “Company Shares”) as of the close of business in New York City on [•], 2022 (the “Share Record Date”) or their proxies are entitled to attend and vote at the extraordinary general meeting or any adjournment thereof. If you appoint a person other than the chairman of the extraordinary general meeting as your proxy, your proxy must attend the extraordinary general meeting in person in order to vote on your behalf.

If you hold Company Shares through a bank, broker or other securities intermediary or nominee, you must rely on and follow the procedures of the relevant bank, broker or such other securities intermediary or nominee through which you hold your Company Shares if you wish to vote your Company Shares at the extraordinary general meeting.

If you own the Company’s American depositary shares (“ADSs”) as of the close of business in New York City on [•], 2022 (the “ADS Record Date”) (and do not surrender such ADSs and become a registered holder of the Company Shares underlying such ADSs as explained below), you cannot attend and vote at the extraordinary general meeting directly (whether in person or by proxy), but you may give voting instructions to The Bank of New York Mellon, in its capacity as the ADS depositary (the “ADS Depositary”) and the registered holder of the Company Shares underlying your ADSs, how to vote the Company Shares underlying your ADSs by completing and signing the ADS voting instruction card and returning it in accordance with the instructions printed on it as soon as possible. The ADS Depositary must receive your instructions no later than [•] a.m. (Eastern time) on [•], 2022 in order to ensure the Company Shares underlying your ADSs are properly voted at the extraordinary general meeting. If you hold your ADSs through your broker, bank or other securities intermediary or nominee, you must rely on the procedures of the broker, bank or other securities intermediary or nominee through which you hold your ADSs if you wish to provide the ADS Depositary with instructions to vote the Company Shares underlying your ADSs. Alternatively, if you own ADSs as of the close of business in New York City on the ADS Record Date, you may attend and vote at the extraordinary general meeting directly only if you surrender your ADSs and become a registered holder of Company Shares in the Company’s register of members prior to the close of business in New York City on the Share Record Date. If you wish to surrender your ADSs for the purpose of voting Company Shares directly at the extraordinary general meeting, you need to make arrangements with your broker or custodian to deliver your ADSs to the ADS Depositary for cancellation before the close of business in New York City on [•], 2022 together with (a) delivery instructions for the corresponding Company Shares represented by such ADSs so cancelled (including, if applicable, the name and address of person who will be the registered holder of such Company Shares), (b) payment of the ADS Depositary’s fees ($[ ] per ADS) to be cancelled pursuant to the terms of the deposit agreement, dated as of December 5, 2013, among the Company, the ADS Depositary and the owners and beneficial owners of ADSs issued thereunder (the “Deposit Agreement”), which will not be borne by the Company, and any applicable taxes, and (c) certification that you either (i) beneficially owned the relevant ADSs as of the ADS Record Date and have not given, and will not give, voting instructions to the ADS Depositary as to the ADSs being cancelled (or have cancelled all voting instructions previously given), or have given voting instructions to the ADS Depositary as to the ADSs being cancelled but undertake not to vote the corresponding Company Shares at the extraordinary general meeting or (ii) did not beneficially own the ADSs as of the ADS Record Date and undertake not to vote the corresponding Company Shares at the extraordinary general meeting. No assurance can be given that upon surrender of ADSs to the ADS Depositary for withdrawal of the Company Shares you will become a registered holder of Company Shares so withdrawn on the Company’s register of members on or before the Share Record Date. If you hold your ADSs in a brokerage, bank or other securities intermediary or nominee account, please promptly contact your broker, bank or other securities intermediary or nominee to find out what actions you need to take to instruct the broker, bank or other securities intermediary or nominee to cancel the ADSs on your behalf.

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The board of directors of the Company (the “Company Board”), after considering the factors to be more fully described in the proxy statement/prospectus, has unanimously (i) determined that the transactions contemplated in the Merger Agreement (the “Transactions”), including the Merger, are advisable, fair to, and in the best interests of, the Company and the Company shareholders; (ii) approved, adopted and declared advisable the Merger Agreement and the Transactions, including the Merger; (iii) directed that the Merger Agreement be submitted to the Company shareholders for its adoption; and (iv) resolved to recommend that the Company shareholders adopt the Merger Agreement. Accordingly, the Company Board unanimously recommends that you vote FOR each of the above proposals, which are described in the enclosed proxy statement/prospectus made available to the Company securityholders in connection with the extraordinary general meeting.

The presence of two or more registered Company shareholders entitled to vote in person or by proxy or (in the case of a Company shareholder being a corporation) by its duly authorized representative representing not less than one-third in nominal value of the total issued voting shares of the Company throughout the extraordinary general meeting will constitute a quorum for all purposes. If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the extraordinary general meeting may determine to wait) after the time appointed for the extraordinary general meeting, a quorum is not present, the extraordinary general meeting will be adjourned to the same day in the immediately following week at the same time and place or to such time and place as the Company Board may determine. At such adjourned meeting, if a quorum is not present within half an hour from the time appointed for holding the meeting, the extraordinary general meeting will be dissolved. Under the terms of the Merger Agreement, the extraordinary general meeting cannot be adjourned for more than five business days at a time or ten business days in the aggregate after the date appointed for the extraordinary general meeting without the prior written consent of Parent.

Your vote is very important. If you are a registered Company shareholder, whether or not you are able to attend the extraordinary general meeting in person, the Company strongly urges that you complete, sign, date and return the proxy card in accordance with the instructions printed thereon and return it promptly. In order to be valid, the duly completed, signed and dated proxy card must be received by the Company’s coordinator at 6F., No.27, Sec. 1, Anhe Rd., Da-an District, Taipei City 106646, Taiwan, by [•] [a.m. / p.m.] (Taiwan Time) on [•], 2022. Completion and return of the proxy card will not preclude a registered Company shareholder from attending and voting at the extraordinary general meeting in person, and in such event, the proxy shall be revoked by operation of law.

If you are an ADS holder, you are strongly urged to complete, sign, date and return the ADS voting instruction card and return it to the ADS Depositary in accordance with the instructions printed thereon and in the Depositary Notice, as soon as possible and, in any event, so as to be received by the Depositary no later than [•] [a.m. / p.m.] ([•]) on [•], 2022.

As the registered holder of the Company Shares represented by ADSs, upon the timely receipt from an ADS holder as of the ADS Record Date of voting instructions in the manner specified by the ADS

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Depositary, the ADS Depositary will endeavor to vote (or to cause the vote of) (in person or by proxy), in so far as practicable and permitted under applicable law, the provisions of the Deposit Agreement and the memorandum of association and articles of association of the Company, the Company Shares represented by ADSs at the extraordinary general meeting in accordance with the voting instructions timely received (or deemed received, as discussed below) from holders of ADSs as of the ADS Record Date. Pursuant to Section 4.07 of the Deposit Agreement, the ADS Depositary will not itself exercise any voting discretion in respect of any Company Shares represented by ADSs and it will not vote or attempt to exercise the right to vote any Company Shares represented by ADSs other than in accordance with voting instructions timely received from the relevant ADS holder except as discussed below. Accordingly, ADS holders as of the ADS Record Date whose voting instructions are timely received but fail to specify the manner in which the ADS Depositary is to vote will be deemed to have instructed the ADS Depositary to vote in favor of the items set forth in such voting instruction. In addition, if the ADS Depositary does not receive timely voting instructions from an ADS holder as of the ADS Record Date on or before the ADS voting instruction deadline, such ADS holder shall be deemed, and the ADS Depositary shall deem such ADS holder, to have instructed the ADS Depositary to give a discretionary proxy to a person designated by the Company to vote the Company Shares, in each case upon the terms of the Deposit Agreement; provided, however, that no such discretionary proxy shall be given by the ADS Depositary with respect to any matter to be voted upon at the extraordinary general meeting as to which the Company informs the ADS Depositary that it does not wish such proxy to be given, that substantial opposition exists to the matter to be voted on at the extraordinary general meeting or that the rights of holders of Company Shares may be materially adversely affected as to such matter. If you hold your ADSs through your broker, bank or other securities intermediary or nominee, you must rely on the procedures of the broker, bank or other securities intermediary or nominee through which you hold your ADSs if you wish to vote the Company Shares represented by your ADSs.

Holders of ADSs will not be able to attend or vote at the extraordinary general meeting directly (whether in person or by proxy) unless they surrender their ADSs to the ADS Depositary for cancellation and delivery of the Company Shares and become registered holders of Company Shares in the Company’s register of members prior to the close of business in New York City on the Share Record Date. ADS holders who wish to attend and vote at the extraordinary general meeting need to make arrangements, either themselves if they are registered holders of ADSs or with their bank, broker or other securities intermediary or nominee if they hold their ADSs with their bank, broker or other securities intermediary or nominee, to deliver the ADSs to the ADS Depositary for cancellation before the close of business in New York City on [•], 2022 together with (a) delivery instructions for the corresponding Company Shares represented by such ADSs (including, if applicable, the name and address of person who will be the registered holder of such Company Shares), (b) payment of ADS Depositary’s fees associated with such cancellation ($[ ] per ADS), which will not be borne by the Company, and any applicable taxes, and (c) certification that the ADS holder either (i) beneficially owned the relevant ADSs as of the ADS Record Date and has not given, and will not give, voting instructions to the ADS Depositary as to the ADSs being surrendered (or has cancelled all voting instructions previously given), or has given voting instructions to the ADS Depositary as to the ADSs being surrendered but undertakes not to vote the corresponding Company Shares at the extraordinary general meeting or (ii) did not beneficially own the relevant ADSs as of the ADS Record Date and undertakes not to vote the corresponding Company Shares at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank or other securities intermediary or nominee account, please promptly contact your broker, bank or other securities intermediary or nominee to find out what actions you need to take to instruct the broker, bank or other securities intermediary or nominee to surrender the ADSs on your behalf. Upon surrender of the ADSs, the ADS Depositary will direct Hongkong and Shanghai Banking Corporation Limited, the custodian holding the Company Shares (the “ADS Custodian”), to deliver, or cause the delivery of, the Company Shares represented by the ADSs so cancelled to or upon the written order of the person(s) designated in the order delivered to the ADS Depositary for such purpose. If you hold ADSs through a broker, bank or other securities intermediary or nominee, you should contact that broker, bank or other securities intermediary or nominee to determine the date by which you must instruct them to act in order that the necessary processing can be completed in time. No assurance can be given that upon surrender of the ADSs to the ADS Depositary for withdrawal of the Company Shares you will become a registered holder of Company Shares so withdrawn on the Company’s register of members on or before the Share Record Date. If after the registration of Company Shares in your name you wish to receive a

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certificate evidencing the Company Shares registered in your name, you will need to request the Company to instruct its Cayman Islands share registrar services provider, Suntera (Cayman) Limited, to issue and mail a certificate to your attention. If the Merger is not consummated, the Company will continue to be a publicly traded company in the United States and the ADSs will continue to be listed on Nasdaq. The Company Shares are not listed and cannot be traded on any stock exchange other than Nasdaq, and in such case only in the form of ADSs. As a result, if you have surrendered your ADSs for cancellation and became a registered holder of Company Shares in order to attend the extraordinary general meeting and the Merger is not consummated and you wish to be able to sell your Company Shares on a stock exchange, you will need to deposit your Company Shares with the ADS Custodian for the issuance of the corresponding number of ADSs, subject to the terms and conditions of applicable law and the Deposit Agreement, including, among other things, payment of relevant fees of the ADS Depositary for the issuance of ADSs ($[ ] per ADS issued), applicable share transfer taxes (if any), and related charges pursuant to the Deposit Agreement.

Registered Company shareholders who dissent from the Merger in accordance with the requirements of the Companies Act (2022 Revision) of the Cayman Islands (the “CICA”) will have the right to receive payment of the fair value of their Company Shares as determined in accordance with section 238 of the CICA if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of section 238 of the CICA. A copy of section 238 of the CICA is attached as Annex B to the accompanying proxy statement/prospectus. The fair value of their Company Shares as determined under the CICA could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters’ rights with respect to their Company Shares. This proxy statement/prospectus is not to be construed or taken as legal advice on Cayman Islands law. Registered Company shareholders who wish to exercise any rights under section 238 of the CICA or otherwise must obtain their own copy of the complete CICA and seek legal advice from a law firm authorized to practice Cayman Islands law without delay.

The Company intends to furnish copies of the proxy statement/prospectus for the extraordinary general meeting, describing the matters to be voted on at the extraordinary general meeting, along with the proxy card and other documents to the U.S. Securities and Exchange Commission (“SEC”) on Form 6-K on or about [•], 2022. Once available, such proxy statement/prospectus, proxy card and other documents may be obtained for free from the SEC’s website at www.sec.gov, the Company’s website at www.siliconmotion.com, or by directing the request to the Company’s Stock Affair Specialist. The contents of the Company’s website are not deemed to be incorporated by reference into such Form 6-K or the proxy statement/prospectus (once available).

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THE COMPANY WILL CONTINUE TO BE A PUBLIC COMPANY IN THE UNITED STATES. AS A RESULT, IF YOU BECAME A REGISTERED SHAREHOLDER FOR PURPOSES OF EXERCISING DISSENTERS’ RIGHTS AND THE MERGER IS NOT CONSUMMATED, AND YOU WISH TO TRANSFER YOUR COMPANY SHARES BACK TO A BANK, BROKER OR OTHER SECURITIES INTERMEDIARY OR NOMINEE, YOU WILL NEED TO CONTACT THE RELEVANT BANK, BROKER OR OTHER SECURITIES INTERMEDIARY OR NOMINEE TO MAKE ALL NECESSARY ARRANGEMENTS.

ADS HOLDERS WILL NOT HAVE THE RIGHT TO EXERCISE DISSENTERS’ RIGHTS AND RECEIVE PAYMENT OF THE FAIR VALUE OF THE COMPANY SHARES UNDERLYING THEIR ADSS. THE ADS DEPOSITARY WILL NOT EXERCISE OR ATTEMPT TO EXERCISE ANY DISSENTERS’ RIGHTS WITH RESPECT TO ANY OF THE COMPANY SHARES THAT IT HOLDS, EVEN IF AN ADS HOLDER REQUESTS THE ADS DEPOSITARY TO DO SO. ADS HOLDERS WISHING TO EXERCISE DISSENTERS’ RIGHTS MUST SURRENDER THEIR ADSS BEFORE [•] A.M. (EASTERN TIME) ON [•], 2022 TO THE ADS DEPOSITARY FOR CANCELLATION, PAY THE ADS DEPOSITARY’S FEES FOR THE CANCELLATION OF THEIR ADSS, PROVIDE DELIVERY INSTRUCTIONS FOR THE COMPANY SHARES REPRESENTED BY THE ADSS SO CANCELED, AND CERTIFY THAT THEY EITHER (I) BENEFICIALLY OWNED THE ADSS AS OF THE ADS RECORD DATE AND HAVE NOT GIVEN, AND WILL NOT GIVE, VOTING INSTRUCTIONS AS TO THE ADSS BEING CANCELLED (OR HAVE CANCELLED ALL VOTING INSTRUCTIONS PREVIOUSLY GIVEN), OR HAVE GIVEN VOTING INSTRUCTIONS TO THE ADS DEPOSITARY AS TO THE ADSS BEING CANCELLED BUT UNDERTAKE NOT TO VOTE THE COMPANY SHARES REPRESENTED BY THE ADSS SO CANCELED AT THE EXTRAORDINARY GENERAL MEETING, OR (II) DID NOT BENEFICIALLY OWN THE RELEVANT ADSS AS OF THE ADS RECORD DATE AND UNDERTAKE NOT TO VOTE THE COMPANY SHARES REPRESENTED BY THE ADSS SO CANCELED AT THE EXTRAORDINARY GENERAL MEETING, AND BECOME REGISTERED HOLDERS OF COMPANY SHARES BEFORE THE VOTE TO AUTHORIZE AND APPROVE THE MERGER IS TAKEN AT THE EXTRAORDINARY GENERAL MEETING. FOR THE AVOIDANCE OF DOUBT, ANY ADS HOLDERS WHO CANCEL THEIR ADSS FOR DELIVERY OF COMPANY SHARES AFTER THE SHARE RECORD DATE WILL NOT BE ENTITLED TO ATTEND OR TO VOTE AT THE EXTRAORDINARY GENERAL MEETING, BUT WILL BE ENTITLED TO EXERCISE DISSENTERS’ RIGHTS IF THEY BECOME REGISTERED HOLDERS OF COMPANY SHARES BEFORE THE VOTE TO AUTHORIZE AND APPROVE THE MERGER IS TAKEN AT THE EXTRAORDINARY GENERAL MEETING, IN ACCORDANCE WITH THE IMMEDIATELY PRECEDING SENTENCE. AFTER CANCELLING THEIR ADSS AND BECOMING REGISTERED HOLDERS OF COMPANY SHARES, SUCH FORMER ADS HOLDERS MUST COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENTERS’ RIGHTS WITH RESPECT TO THE COMPANY SHARES UNDER SECTION 238 OF THE CICA. IF THE MERGER IS NOT CONSUMMATED, THE COMPANY WILL CONTINUE TO BE A PUBLICLY TRADED COMPANY IN THE UNITED STATES AND THE ADSS WILL CONTINUE TO BE LISTED ON NASDAQ. THE COMPANY SHARES ARE NOT LISTED AND CANNOT BE TRADED ON ANY STOCK EXCHANGE OTHER THAN NASDAQ, AND IN SUCH CASE ONLY IN THE FORM OF ADSS. AS A RESULT, IF A FORMER ADS HOLDER HAS SURRENDERED HIS, HER OR ITS ADSS FOR CANCELLATION AND BECAME A REGISTERED HOLDER OF COMPANY SHARES IN ORDER TO EXERCISE DISSENTERS’ RIGHTS AND THE MERGER IS NOT CONSUMMATED AND SUCH FORMER ADS HOLDER WISHES TO BE ABLE TO SELL HIS, HER OR ITS COMPANY SHARES ON A STOCK EXCHANGE, SUCH FORMER ADS HOLDER WILL NEED TO DEPOSIT HIS, HER OR ITS COMPANY SHARES WITH THE ADS CUSTODIAN FOR THE ISSUANCE OF THE CORRESPONDING NUMBER OF ADSS, SUBJECT TO THE TERMS AND CONDITIONS OF APPLICABLE LAW AND THE DEPOSIT AGREEMENT, INCLUDING, AMONG OTHER THINGS, PAYMENT OF RELEVANT FEES OF THE ADS DEPOSITARY FOR THE ISSUANCE OF ADSS ($[ ] PER ADS), APPLICABLE COMPANY SHARE TRANSFER TAXES (IF ANY), AND RELATED CHARGES PURSUANT TO THE DEPOSIT AGREEMENT.

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YOUR VOTE IS IMPORTANT

TO ENSURE THAT YOUR COMPANY SHARES (INCLUDING COMPANY SHARES REPRESENTED BY ADSS) CAN BE VOTED AT THE EXTRAORDINARY GENERAL MEETING, (1) IF YOU ARE A REGISTERED COMPANY SHAREHOLDER, THE COMPANY ENCOURAGES YOU TO SUBMIT YOUR PROXY CARD AS PROMPTLY AS POSSIBLE BY COMPLETING, SIGNING AND DATING THE ENCLOSED PROXY CARD IN ACCORDANCE WITH THE INSTRUCTIONS PRINTED THEREON AND RETURNING IT TO THE COMPANY’S COORDINATOR AS SOON AS POSSIBLE AND IN ANY EVENT BEFORE THE DEADLINE SET OUT BELOW; OR (2) IF YOU ARE AN ADS HOLDER, THE COMPANY ENCOURAGES YOU TO SIGN, COMPLETE AND RETURN THE ADS VOTING INSTRUCTION CARD TO THE ADS DEPOSITARY IN ACCORDANCE WITH THE INSTRUCTIONS PRINTED THEREON AND IN THE DEPOSITARY NOTICE.

If you hold your Company Shares or ADSs in “street name” through a bank, broker or other securities intermediary or nominee on the Nasdaq Global Select Market, you should instruct your bank, broker or other securities intermediary or nominee how to vote your Company Shares or ADSs, as applicable, in accordance with the voting instruction form that you will receive from your bank, broker or other securities intermediary or nominee. Your bank, broker or other securities intermediary or nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you are a registered holder of Company Shares, please complete, sign, date and return the proxy card in accordance with the instructions printed thereon as promptly as possible. In order to be valid, the duly completed, signed and dated proxy card must be received by the Company’s coordinator at 6F., No.27, Sec. 1, Anhe Rd., Da-an District, Taipei City 106646, Taiwan by [•] [a.m. / p.m.] (Taiwan time) on [•], 2022. Completion and return of the proxy card will not preclude a registered Company shareholder from attending and voting at the extraordinary general meeting in person, and in such event, the proxy shall be revoked by operation of law.

If you hold your Company Shares through a bank, broker or other securities intermediary or nominee, you must follow the instructions of the applicable bank, broker or other securities intermediary in order to attend and vote in person at the extraordinary general meeting.

If you are an ADS holder, please consult the enclosed Depositary Notice to find out how you can vote the Company Shares underlying your ADSs.

We encourage you to read the accompanying proxy statement/prospectus and its annexes, including all documents incorporated by reference into the accompanying proxy statement/prospectus, carefully and in their entirety. If you have any questions concerning the Merger, the extraordinary general meeting or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus or need help voting your Company Shares (including Company Shares represented by ADSs), please contact the Company’s Proxy Solicitor:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers may call: (212) 269-5550
Company securityholders may call toll free: (800) 431-9629
Email: SIMO@dfking.com

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the United States Securities and Exchange Commission (the “SEC”) by Parent (File No. 333-[•]), constitutes a prospectus of Parent under Section 5 of the Securities Act, with respect to the Parent Shares to be issued to Company securityholders pursuant to the Merger Agreement, dated May 5, 2022, by and among Parent, Merger Sub and the Company. This document also constitutes a proxy statement of the Company.

Unless otherwise specified or the context otherwise requires, Parent has supplied all information contained or incorporated by reference herein relating to Parent, and the Company has supplied all information contained herein relating to the Company. Parent and the Company have both contributed to the information relating to the Merger Agreement and the transactions contemplated thereby contained in this proxy statement/prospectus.

You should rely only on the information contained in or incorporated by reference herein in connection with any vote, the giving or withholding of any proxy or any investment decision in connection with the transactions contemplated by the Merger Agreement. The Company has not authorized anyone to provide you with information that is different from that contained in or incorporated by reference herein. This proxy statement/prospectus is dated [•], 2022, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein. Further, you should not assume that the information incorporated by reference herein is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Company securityholders nor the issuance by Parent of Parent Shares pursuant to the Merger Agreement will create any implication to the contrary.

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus related to the merger of Shark Merger Sub, a wholly-owned subsidiary of MaxLinear, Inc., with and into Silicon Motion Technology Corporation, which is referred to as the “Merger,” and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read this entire proxy statement/prospectus, the annexes to this proxy statement/prospectus and the documents that is referred to in this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus without charge by following the instructions under the caption “Where You Can Find More Information.” The Merger Agreement (as defined below) is attached as Annex A to this proxy statement/prospectus. You are encouraged to read the Merger Agreement, which is the legal document that governs the Merger, carefully and in its entirety.

Except as otherwise specifically noted in this proxy statement/prospectus, “Silicon Motion” or the “Company” refers to Silicon Motion Technology Corporation, including, in certain cases, its subsidiaries. Throughout this proxy statement/prospectus, MaxLinear, Inc. is referred to as “Parent” or “MaxLinear” and Shark Merger Sub as “Merger Sub.” In addition, throughout this proxy statement/prospectus the Agreement and Plan of Merger, dated May 5, 2022, by and among the Company, Parent and Merger Sub as it may be amended from time to time, is referred to as the “Merger Agreement.” All currency amounts are in U.S. dollars unless otherwise indicated.

Unless indicated otherwise by the context, all references in this proxy statement/prospectus to:

•

“ADS” means an American Depositary Share of the Company, each representing four (4) Company Shares;

•

“CICA” means the Companies Act (2022 Revision) of the Cayman Islands;

•

“Company Board” means the Company’s board of directors;

•

“Company Shares” means the Company’s ordinary shares, par value $0.01 per share;

•

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

•

“Nasdaq” means the Nasdaq Global Select Market;

•

“Parent Board” means Parent’s board of directors;

•

“Parent Shares” means the shares of common stock, par value $0.0001 per share, of Parent; and

•

“SEC” means the U.S. Securities and Exchange Commission.

Parties Involved in the Merger

Silicon Motion Technology Corporation

The Company is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is a global leader in designing and marketing NAND flash controllers for solid state storage devices.

The Company was incorporated in the Cayman Islands in January 2005. Its principal executive offices are located at Flat C, 19/F, Wing Cheong Commercial Building, Nos 19-25 Jervois Street, Hong Kong; its telephone number is +852-2307-4768; and its website is www.SiliconMotion.com. Information contained on the Company’s website or accessible through it (other than the documents incorporated by reference herein) does not constitute part of this proxy statement/prospectus or any other report or document on file with or furnished to the SEC. The ADSs are listed on Nasdaq under the symbol “SIMO.”

This proxy statement/prospectus incorporates important business and financial information about the Company from other documents that are not included in or delivered with this proxy statement/prospectus. For a list of the documents that are incorporated by reference, see the section titled “Where You Can Find More Information.”

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MaxLinear, Inc.

Parent is a provider of communications systems-on-chip solutions used in broadband, mobile and wireline infrastructure, data center, and industrial and multi-market applications. Parent is a fabless integrated circuit design company whose products integrate all or substantial portions of a high-speed communication system, including radio frequency (RF), high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management. In most cases, these products are designed on a single silicon-die, using standard digital complementary metal oxide semiconductor (CMOS) processes and conventional packaging technologies. Parent believes this approach enables its solutions to achieve superior power, performance, and cost relative to its industry competition. Parent’s customers include electronics distributors, module makers, original equipment manufacturers (OEMs), and original design manufacturers (ODMs), who incorporate its products in a wide range of electronic devices. Examples of such devices include cable Data Over Cable Service Interface Specifications (DOCSIS), fiber and DSL broadband modems and gateways; Wi-Fi and wireline routers for home networking; radio transceivers and modems for 4G/5G base-station and backhaul infrastructure; fiber-optic modules for data center, metro, and long-haul transport networks; as well as power management and interface products used in these and many other markets.

Parent’s highly integrated semiconductor devices and platform-level solutions are primarily manufactured using low-cost CMOS process technology. CMOS processes are ideally suited for large digital logic implementations targeting high-volume and low-cost consumer applications. Importantly, Parent’s ability to design analog and mixed-signal circuits in CMOS allows it to efficiently combine analog functionality and complex digital signal processing logic in the same integrated circuit. As a result, Parent’s solutions have exceptional levels of functional integration and performance, low manufacturing cost, and reduced power consumption. In addition, its proprietary CMOS-based radio and digital system architectures also enable shorter design cycles, significant design flexibility and low system-level cost across a wide range of broadband communications, wired and wireless infrastructure, and industrial and multi-market customer applications.

Parent was incorporated in the State of Delaware in September 2003. Its executive offices are located at 5966 La Place Court, Suite 100, Carlsbad, California 92008; and its telephone number is (760) 692-0711; and its website is www.MaxLinear.com. Information contained on Parent’s website or accessible through it (other than the documents incorporated by reference herein) does not constitute part of this proxy statement/prospectus or any other report or document on file with or furnished with the SEC. Parent Shares are listed on Nasdaq under the symbol “MXL.”

This proxy statement/prospectus incorporates important business and financial information about Parent from other documents that are not included in or delivered with this proxy statement/prospectus. For a list of the documents that are incorporated by reference, see the section entitled “Where You Can Find More Information.”

Shark Merger Sub

Merger Sub is an exempted company with limited liability and a wholly-owned subsidiary of Parent incorporated under the laws of the Cayman Islands for the sole purpose of effecting the Merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Merger. By operation of the Merger, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent.

Merger Sub’s principal executive office is located at 5966 La Place Court, Suite 100, Carlsbad, California 92008; and its telephone number is (760) 692-0711.

The Merger

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with Part XVI of the CICA, if the Merger is completed, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company resulting from the Merger (the “Surviving Company”) and becoming a wholly-owned subsidiary of Parent.

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Following the closing of the Merger (the “Closing”), the Company will cease to be a publicly traded company and (i) each Company Share issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined below), Dissenting Shares (as defined below) and Company Shares represented by ADSs) will be cancelled in exchange for the right to receive $23.385 in cash, without interest and less any applicable withholding taxes (the “Per Share Cash Merger Consideration”), and 0.097 Parent Shares, with cash in lieu of any fractional Parent Shares (the “Per Share Stock Merger Consideration”, and together with the Per Share Cash Merger Consideration, the “Per Share Merger Consideration”), and (ii) each ADS (other than ADSs representing any Excluded Shares) issued and outstanding immediately prior to the Effective Time, together with the underlying Company Shares represented by such ADS, will be cancelled in exchange for the right to receive $93.54 in cash, without interest and less any applicable withholding taxes, and 0.388 Parent Shares, with cash in lieu of any fractional Parent Shares (the “Per ADS Merger Consideration” and, together with the Per Share Merger Consideration, the “Merger Consideration”).

No fractional Parent Share will be issued pursuant to the Merger and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. Each Company securityholder who would otherwise have been entitled to receive a fraction of a Parent Share (after aggregating all Company Shares evidenced by the relevant share certificates, uncertificated shares, ADSs or other acceptable evidence delivered by such Company securityholder to the exchange agent for the Merger) will receive in lieu thereof a cash payment (without interest) in an amount equal to such fractional part of a Parent Share multiplied by the volume weighted average price of a Parent Share for a 10 trading day period, starting with the opening of trading on the 11th trading date prior to the Closing to the closing of trading on the second to last trading date prior to the Closing, as reported by Bloomberg (the “Parent Share VWAP”).

Company Shares (including any such Company Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time held by Parent, the Company or any of their subsidiaries and Company Shares (including any such Company Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time held by the ADS Depositary and reserved for issuance and allocation pursuant to the Company’s 2015 Incentive Plan (collectively, the “Excluded Shares”), will be cancelled and no consideration or payment will be delivered in exchange therefor or in respect thereof.

Company Shares issued and outstanding immediately prior to the Effective Time and held by a registered Company shareholder who has validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger (the “Dissenting Shares”) in accordance with section 238 of the CICA will be cancelled and holders of the Dissenting Shares (the “Dissenting Shareholders”) will not be entitled to receive the Per Share Merger Consideration and will instead only be entitled to payment of the fair value of such Dissenting Shares determined in accordance with the provisions of the CICA.

Treatment of Company Equity Awards

Immediately prior to the Effective Time, each Company restricted stock unit award, whether vested or unvested, that (i) corresponds to Company Shares, (ii) was granted under the Company’s 2015 Incentive Plan (each, a “Company RSU Award”) other than to a non-employee director and (iii) is outstanding immediately prior to the Effective Time will be cancelled and converted into an award of restricted stock units covering a number of Parent Shares, rounded down to the nearest whole share (a “Converted RSU Award”), equal to the product of (x) the number of Company Shares subject to such Company RSU Award and (y) the sum of (I) 0.097, and (II) the quotient obtained by dividing (A) the Per Share Cash Merger Consideration by (B) the Parent Share VWAP. Each Converted RSU Award will be subject to the same terms and conditions as were applicable under the applicable Company RSU Award (including any applicable change of control or other accelerated vesting provisions).

Immediately prior to the Effective Time, each Company RSU Award that is held by a non-employee director of the Company and is outstanding immediately prior to the Effective Time will vest in full and will be cancelled and converted into the right to receive the Per Share Merger Consideration multiplied by the number of Company Shares subject to such Company RSU Award.

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The Extraordinary General Meeting

Date, Time and Place

An extraordinary general meeting of Company shareholders (the “extraordinary general meeting”) will be held on [•], 2022, at [•] [a.m. / p.m.] (Taiwan time) ([•] [a.m. / p.m.] Eastern time), at 2F, No.26, Taiyuan Street, Zhubei City, Hsinchu County 302, Taiwan.

Record Dates; Shares Entitled to Vote

You are entitled to attend and vote at the extraordinary general meeting if you are a registered holder of Company Shares as of the close of business in New York City on [•], 2022 (the “Share Record Date”). Voting at the extraordinary general meeting will be taken by way of a poll. On a poll, you will have one vote for every Company Share that is registered in your name as of the close of business in New York City on the Share Record Date.

If you own ADSs as of the close of business in New York City on [•], 2022 (the “ADS Record Date”) and do not convert such ADSs and become a registered holder of the Company Shares underlying such ADSs before the close of business in New York City on the Share Record Date as explained further below, you cannot attend and vote at the extraordinary general meeting directly (whether in person or by proxy), but you may give voting instructions to the ADS Depositary, in its capacity as the registered holder of the Company Shares underlying your ADSs, on how to vote the Company Shares underlying your ADSs.

Purpose

At the extraordinary general meeting, the Company will ask the Company shareholders to vote on the following proposals to:

(1)

as a special resolution to: (a) approve the acquisition of the Company by Parent, including the approval of (i) the Merger Agreement, dated May 5, 2022, by and among Parent, Merger Sub and the Company, pursuant to which Merger Sub will merge with and into the Company with the Company continuing as the Surviving Company and becoming a wholly-owned subsidiary of Parent; (ii) the plan of merger required to be filed with the Registrar of Companies in the Cayman Islands (the “Plan of Merger”) substantially in the form attached as Exhibit A to the Merger Agreement; (iii) the Merger itself, on the terms and subject to the conditions set forth in the Merger Agreement, including (y) the amendment and restatement of the existing memorandum and articles of association of the Company by replacing them in their entirety with the amended and restated memorandum and articles of association in the form attached as Appendix II to the Plan of Merger at the Effective Time, and (z) the variation of the authorized share capital of the Company from US$5,000,000 divided into 500,000,000 shares of a par value of US$0.01 each to US$50,000 divided into 5,000,000 shares of a par value of US$0.01 each at the Effective Time; and (iv) all other transactions and arrangements contemplated by the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus; and (b) authorize any director of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the transactions contemplated under the Merger Agreement, (sub paragraphs (a) and (b) above are collectively referred to as the “Merger Proposal”); and

(2)

if necessary, as an ordinary resolution instruct the chairman of the extraordinary general meeting to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the extraordinary general meeting (the “Adjournment Proposal”).

Required Vote

Approval of the Merger Proposal requires the affirmative vote of Company shareholders representing not less than two-thirds of the votes cast by such Company shareholders, being entitled so to do, vote in person or by proxy, or in the case of such Company shareholders as are corporations, by their respective duly authorized representative at the extraordinary general meeting (or any adjournment thereof).

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Approval of the Adjournment Proposal requires a simple majority of the votes cast by such Company shareholders as, being entitled so to do, vote in person or by proxy, or in the case of such Company shareholders as are corporations, by their respective duly authorized representative at the extraordinary general meeting (or any adjournment thereof).

Share Ownership of the Company’s Directors and Executive Officers

As of June 14, 2022, no individual Company director or executive officer beneficially owned five percent or more of the Company Shares. The Company’s directors and executive officers have informed the Company that they currently intend to vote (1) “FOR” the Merger Proposal; and (2) “FOR” the Adjournment Proposal.

Voting and Proxies

Any registered holder of Company Shares entitled to attend and vote at the extraordinary general meeting may appoint another person as his or her proxy to attend and vote in his or her stead by returning a duly completed, signed and dated proxy card. In order to be valid, the duly completed, signed and dated proxy card must be received by the Company’s coordinator at 6F., No.27, Sec. 1, Anhe Rd., Da-an District, Taipei City 106646, Taiwan by [•] [a.m. / p.m.], (Taiwan time) on [•], 2022. Completion and return of the proxy card will not preclude a registered Company shareholder from attending and voting at the extraordinary general meeting in person, and in such event, the proxy shall be revoked by operation of law.

If you are a beneficial owner and hold your Company Shares in “street name” through a bank, broker or other securities intermediary or nominee on Nasdaq, you should instruct your bank, broker or other securities intermediary or nominee of how you wish to vote your Company Shares using the instructions provided by your bank, broker or other securities intermediary or nominee. You may also vote in person at the extraordinary general meeting if you obtain a proxy from your bank, broker or other securities intermediary or nominee. Under applicable stock exchange rules, such banks, brokers or other securities intermediary or nominees have the discretion to vote on routine matters. The proposals to be considered at the extraordinary general meeting are non-routine matters, and such banks, brokers and other securities intermediary or nominees cannot vote on these proposals without your instructions. Therefore, it is important that instruct your bank, broker or other securities intermediary or nominee on how you wish to vote your Company Shares or obtain a proxy from the registered holder to vote your Company Shares.

If you own ADSs as of the ADS Record Date and do not cancel your ADSs and become a registered holder of the Company Shares underlying such ADSs as explained below, you cannot attend and vote at the extraordinary general meeting directly (whether in person or by proxy), but you may give voting instructions to the ADS Depositary, in its capacity as the registered holder of the Company Shares underlying your ADSs, on how to vote the Company Shares underlying your ADSs. The ADS Depositary must receive your instructions no later than [•] a.m. (Eastern time) on [•], 2022 in order to ensure the Company Shares underlying your ADSs are properly voted at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank or other securities intermediary or nominee account, you must rely on the procedures of the broker, bank or other securities intermediary or nominee through which you hold your ADSs if you wish to vote. Alternatively, if you own ADSs as of the close of business in New York City on the ADS Record Date, you may vote at the extraordinary general meeting directly if you cancel your ADSs and become a registered holder of the Company Shares underlying your ADSs prior to the close of business in New York City on [•], 2022, the Share Record Date. If you wish to cancel your ADSs for the purpose of voting Company Shares directly at the extraordinary general meeting, you need to make arrangements with your broker or custodian to deliver your ADSs to the ADS Depositary for cancellation before the close of business in New York City on [•], 2022 together with (a) delivery instructions for the corresponding Company Shares represented by such ADSs (including, if applicable, the name and address of the person who will be the registered holder of such Company Shares), (b) payment of the ADS Depositary’s fees ($[ ] per ADS) to be cancelled pursuant to the terms of the deposit agreement dated December 5, 2013, among the Company, the ADS Depositary and the owners and beneficial owners of ADSs issued thereunder (the “Deposit Agreement”), and (c) certification that you either (i) beneficially owned the relevant ADSs as of the ADS Record Date and have not given, and will not give, voting instructions to the ADS Depositary as to the ADSs being cancelled (or have cancelled all voting instructions previously given), or have given voting

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instructions to the ADS Depositary as to the ADSs being cancelled but undertake not to vote the corresponding Company Shares at the extraordinary general meeting or (ii) did not beneficially own the ADSs as of the ADS Record Date and undertake not to vote the corresponding Company Shares at the extraordinary general meeting. No assurance can be given that upon surrender of ADSs to the ADS Depositary for withdrawal of the Company Shares you will become a registered Company shareholder so withdrawn on the Company’s register of members on or before the Share Record Date. If you hold your ADSs in a brokerage, bank or other securities intermediary or nominee account, please promptly contact your broker, bank or other securities intermediary or nominee to find out what actions you need to take to instruct the broker, bank or other securities intermediary or nominee to cancel the ADSs on your behalf.

You may change your vote or revoke your proxy prior to the vote at the extraordinary general meeting. If you are a registered Company shareholder, you may change your vote or revoke your proxy by (1) duly completing and signing another proxy card bearing a later date and returning it to the Company’s coordinator at 6F., No.27, Sec. 1, Anhe Rd., Da-an District, Taipei City 106646, Taiwan by [•] [a.m. / p.m.] (Taiwan time) on [•], 2022; (2) delivering a written notice of revocation to the Company’s coordinator at 6F. No.27, Sec. 1, Anhe Rd., Da-an District, Taipei City 106646, Taiwan, at least two hours before the commencement of the extraordinary general meeting or the taking of the poll; or (3) attending the extraordinary general meeting and voting in person.

If you wish to change your vote or revoke your proxy, you should contact D.F. King & Co., Inc., a proxy solicitation firm (the “Proxy Solicitor”), at the address set forth below and request a new proxy card or voting instruction form.

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers may call: (212) 269-5550
Company securityholders may call toll free: (800) 431-9629
Email: SIMO@dfking.com

If you are a beneficial owner and hold your Company Shares or ADSs in “street name” through a bank, broker or other securities intermediary or nominee on Nasdaq, you should contact your bank, broker or other securities intermediary or nominee for instructions regarding how to change your voting instructions.

Holders of ADSs may revoke their voting instructions by notification to the ADS Depositary in writing at any time prior to [•] [a.m. / p.m.] (Eastern time) on [•], 2022. A holder of ADSs can do this in one of two ways: (i) a holder of ADSs can revoke its voting instruction by written notice of revocation timely delivered to the ADS Depositary, or (ii) a holder of ADSs can complete, date and submit a new ADS voting instruction card to the ADS Depositary bearing a later date than the ADS voting instruction card sought to be revoked.

If you hold your ADSs through a broker, bank or other securities intermediary or nominee and you have instructed your broker, bank or other securities intermediary or nominee to give ADS voting instructions to the ADS Depositary, you must follow the directions of your broker, bank or other securities intermediary or nominee to change those instructions.

Interests of the Company’s Directors and Executive Officers in the Merger

When considering the recommendation of the Company Board that you vote to approve the Merger Proposal, you should be aware that the Company’s directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a Company securityholder. The Company Board was aware of these interests during its deliberations on the merits of the Merger and in deciding to recommend that Company shareholders vote in favor of the Merger Agreement. These interests generally include, among others, the rights to accelerated vesting of equity awards, the indemnification and insurance and certain payments and benefits provisions contained in or permitted by the Merger Agreement, as described in more detail under the caption “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

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Market Price Information

On May 4, 2022, the last full trading day immediately preceding the public announcement of the Merger, the closing price per ADS on Nasdaq was $81.20, compared to which the Per ADS Merger Consideration represents a premium of approximately 40.8% (based on the closing price of Parent Shares on May 4, 2022). On June 14, 2022, the last practicable date before the date of this proxy statement/prospectus, the closing price per ADS on Nasdaq was $88.07.

Ownership of Parent After the Merger

Based on the number of Company Shares and ADSs, together with the underlying Company Shares represented by such ADSs, outstanding as of June 14, 2022 (the most recent practicable trading day prior to the date of this proxy statement/prospectus) and the closing price of Parent Shares on Nasdaq on such date of $36.60, Parent expects to issue approximately 12,825,577 Parent Shares to Company securityholders pursuant to the Merger. The actual number of Parent Shares to be issued pursuant to the Merger will be determined at completion of the Merger based on the exchange ratios applicable to the Company Shares and ADSs, respectively, and the number of Company Shares and ADSs outstanding at that time. Based on the number of Company Shares and ADS outstanding as of June 14, 2022, and the number of Parent Shares outstanding as of such date, it is expected that, immediately after completion of the Merger, former Company securityholders will own approximately 14.1% of the outstanding Parent Shares (on an as converted basis).

Parent Stockholder Approval Is Not Required

The stockholders of Parent are not required to adopt the Merger Agreement or approve the Merger, the Transactions or the issuance of the Parent Shares in connection with the Merger.

Recommendation of the Company Board

The Company Board, after considering various factors described under the caption “The Merger — Reasons for the Merger and Recommendation of the Company Board,” has unanimously (i) determined that the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and the Company shareholders; (ii) approved, adopted and declared advisable the Merger Agreement and the Transactions, including the Merger; (iii) directed that the Merger Agreement be submitted to the Company shareholders for its adoption; and (iv) resolved to recommend that the Company shareholders adopt the Merger Agreement. The Company Board unanimously recommends that you vote (1) “FOR” the Merger Proposal; and (2) “FOR” the Adjournment Proposal.

Opinion of Goldman Sachs (Asia) L.L.C., the Company’s Financial Advisor

Goldman Sachs (Asia) L.L.C. (“Goldman Sachs”) rendered to the Company Board its oral opinion, subsequently confirmed in its written opinion dated May 5, 2022, that, as of the date of the written opinion and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration to be paid to the Company securityholders (other than Parent and its affiliates) pursuant to the Merger Agreement was fair from a financial point of view to such Company securityholders.

The full text of the written opinion of Goldman Sachs, dated May 5, 2022, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Company Board in connection with its consideration of the Transactions. Goldman Sachs’ opinion does not constitute a recommendation as to how any Company securityholder should vote with respect to the Transactions or any other matter.

Merger Agreement

No Solicitation of Competing Proposals

In accordance with the terms of the Merger Agreement, the Company agreed, beginning on the date of the Merger Agreement and ending at the earlier of the Effective Time or the termination of the Merger

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Agreement, to cease and cause its subsidiaries and its and their respective directors, officers and employees, and to instruct its and its subsidiaries’ financial advisors, investment bankers, legal counsel and other representatives to immediately cease, any existing activities, discussions or negotiations with any persons (other than Parent, Merger Sub or any of their respective designees or representatives) conducted prior to the date of the Merger Agreement with respect to any Competing Proposal (as defined under the caption “The Merger Agreement — No Solicitation of Competing Proposals”).

From the date of the Merger Agreement until the earlier of the Effective Time or the termination of the Merger Agreement in accordance with its terms, subject to certain exceptions described under the caption “The Merger Agreement — Company Changes of Recommendation”, the Company has agreed that it will not, and it will cause its subsidiaries and its and their respective directors and officers, and will instruct its and its subsidiaries’ financial advisors, investment bankers, legal counsel and other representatives not to:

•

solicit or initiate or knowingly assist, facilitate or encourage any inquiry, proposal or offer that constitutes or would be reasonably expected to lead to a Competing Proposal or engage in any discussions or negotiations with respect thereto (other than solely in response to an inquiry not solicited in material breach of this the Merger Agreement informing the person making such inquiry of the existence of the provisions contained in the Merger Agreement); provided however, that the Company and its representatives may make inquiries of a person making a Competing Proposal (and its representatives) solely to the extent necessary to ascertain facts regarding, and clarify the terms of such Competing Proposal solely for the purpose of the Company Board informing itself about the terms of the Competing Proposal, but not to negotiate or seek revisions to such Competing Proposal;

•

provide any information regarding or provide access to the properties, personnel, books and records of the Company or any subsidiary of the Company to any person or “group” (as defined under Section 13(d) of the Exchange Act) (other than Parent, Merger Sub or any designees of Parent or Merger Sub) in connection with or under circumstances that would reasonably be expected to lead to a Competing Proposal, except as permitted by the Merger Agreement;

•

make a Company Change of Recommendation (as defined under the caption “The Merger Agreement — No Solicitation of Competing Proposals”); and

•

resolve or agree to do any of the foregoing.

Company Changes of Recommendation

Notwithstanding anything to the contrary, if at any time following the date of the Merger Agreement and prior to the receipt of the requisite Company shareholder approval of the Merger Agreement, the Merger and the consummation of the Transactions, (i) the Company has received a bona fide written Competing Proposal from a third party, (ii) the Company has not breached its non-solicitation obligations under the Merger Agreement in any material respect with respect to such Competing Proposal and (iii) the Company Board determines in good faith, after consultation with its financial advisors and outside counsel, based on information then available, that the failure to take any of the following actions would be reasonably likely to be inconsistent with the fiduciary duties of the members of the Company Board to Company shareholders under the laws of the Cayman Islands and that such Competing Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined under the caption “The Merger Agreement — Company Changes of Recommendation”), then the Company and its representatives may, directly or indirectly through its representatives:

•

furnish information with respect to the Company and its subsidiaries (including non-public information) to the third party making such Competing Proposal and its representatives pursuant to (but only pursuant to) one or more acceptable confidentiality agreements as described in the Merger Agreement; and

•

participate or engage in discussions or negotiations with the third party making such Competing Proposal and its representatives regarding such Competing Proposal and any changes thereto, including by making counterproposals thereto, provided, however, that any substantive non-public information concerning the Company or its subsidiaries provided or made available to any third party shall, to the extent not previously provided or made available to Parent or Merger Sub, be provided or made

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available to Parent or Merger Sub as promptly as reasonably practicable (and in any event within forty-eight (48) hours) after it is provided or made available to such third party, except to the extent providing Parent or Merger Sub with such information would violate any applicable law.

Under certain circumstances described under the caption “The Merger Agreement — Company Changes of Recommendation,” the Company Board may also make a Company Change of Recommendation in response to Superior Proposals and material intervening events unrelated to Competing Proposals.

Conditions to the Consummation of the Merger

The obligation of each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, to complete the Merger is subject to the satisfaction (or waiver, if permitted by law) of the following conditions:

Conditions to Obligations of Each Party Under the Merger Agreement. The respective obligations of each party to consummate the Merger is subject to the satisfaction (or waiver, if permissible under law) or prior to the Effective Time of the following conditions:

•

the requisite Company shareholder approval of the Merger Agreement, the Merger and the consummation of the Transactions shall have been obtained;

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the Parent Shares to be issued in the Merger shall have been approved for listing on Nasdaq, subject to official notice of issuance;

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the registration statement on Form S-4, of which this proxy statement/prospectus forms a part, shall have been declared effective by the SEC and no stop order suspending such effectiveness shall have been issued by the SEC and no proceedings for that purpose shall have been initiated;

•

the consummation of the Merger shall not be restrained, enjoined or prohibited by any order of a court of competent jurisdiction or any other governmental entity that is continuing and remains in effect (other than any such order issued pursuant to or to enforce a regulatory law, which order is not material to Parent or its subsidiaries (assuming consummation of the Transactions), taken as a whole);

•

no applicable law shall be effective that prohibits the consummation of the Merger (other than any regulatory law that is not material to Parent and its subsidiaries (assuming consummation of the Transactions), taken as a whole); and

•

any applicable waiting period, together with any extensions thereof, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended, the “HSR Act”) shall have expired or been terminated and all waivers, consents, clearances, approvals and authorizations under the regulatory laws set forth in the Company’s disclosure schedule delivered to Parent concurrently with execution of the Merger Agreement shall have been obtained and shall remain in full force and effect.

Conditions to Obligations of the Company Under the Merger Agreement. In addition, the obligations of the Company to effect the Merger is subject to the fulfillment (or waiver by the Company) at or prior to the Effective Time of the following conditions:

•

subject to specific qualifications and exceptions, each representation and warranty of Parent and Merger Sub shall be true and correct at and as of the date of the Closing (the “Closing Date”) as if made on the Closing Date;

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Parent and Merger Sub shall have performed or complied in all material respects with all covenants and agreements required to be performed or complied with by Parent and Merger Sub under the Merger Agreement at or prior to the Closing Date; and

•

Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officer of Parent, certifying that the conditions contained in the preceding two bullets have been satisfied.

Conditions to the Obligations of Parent and Merger Sub Under the Merger Agreement. In addition, the obligations of each of Parent and Merger Sub to effect the Merger are subject to the fulfillment (or waiver by Parent or Merger Sub) at or prior to the Effective Time of the following conditions:

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•

subject to specific qualifications and exceptions, each representation and warranty of the Company shall be true and correct at and as of the Closing Date as if made on the Closing Date;

•

the Company shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by it under the Agreement at or prior to the Closing Date;

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no Company material adverse effect shall have occurred since the date of the Merger Agreement and be continuing; and

•

the Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed by an executive officer of the Company, certifying that the conditions contained in the preceding three bullets have been satisfied.

Parent and the Company cannot be certain when, or if, the conditions to the Merger will be satisfied or waived, or that the Merger will be completed.

Termination of the Merger Agreement

As more fully described in this proxy statement/prospectus and in the Merger Agreement, and subject to the terms and conditions described in the Merger Agreement, the Merger Agreement may be terminated, and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, in each of the following circumstances:

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by mutual written consent of Parent and the Company, by action of the Parent Board and the Company Board, at any time prior to the Effective Time;

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by either Parent or the Company if:

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the requisite Company shareholder approval of the Merger Agreement, the Merger and the consummation of the Transactions is not obtained at the extraordinary general meeting or any adjournment thereof;

•

(i) any court of competent jurisdiction or other government entity of competent jurisdiction issues an order or takes any other action permanently restraining, enjoining or otherwise prohibiting consummation of the Merger, and such order or other action has become final and non-appealable (other than any such order issued pursuant to or to enforce a regulatory law, which is not material to Parent and its subsidiaries (assuming consummation of the Transactions), taken as a whole), or (ii) any government entity adopts or causes to be effective a law prohibiting the consummation of the Merger (other than any regulatory law that is not material to Parent and its subsidiaries (assuming consummation of the Transactions), taken as a whole), except that a party may not terminate the Merger Agreement in the case of clauses (i) or (ii) if the failure of that party to fulfill any obligation under the Merger Agreement has been the principal cause of, or resulted in the issuance of such order or other action; or

•

the Effective Time has not occurred on or before the Outside Date (as defined under the caption “The Merger Agreement — Termination of the Merger Agreement”), as it may be extended, provided that a party may not terminate the Merger Agreement by reason of the Outside Date if its material breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement has principally caused, or resulted in, the Effective Time not occurring prior to the Outside Date.

•

by Parent if:

•

prior to the receipt of the requisite Company shareholder approval of the Merger Agreement, the Merger and the consummation of the Transactions, the Company Board effects a Company Change of Recommendation or the Company willfully and materially breaches its no solicitation obligations described in the section titled “The Merger Agreement — No Solicitation of Competing Proposal”; or

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(i) the Company has breached any of its representations, warranties, or covenants contained in the Merger Agreement, which would result in a failure of certain conditions to the obligations of

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Parent and Merger Sub to effect the Merger related to the accuracy of the representations and warranties of the Company or the Company’s performance of its agreements and covenants in the Merger Agreement in all material respects, (ii) Parent has delivered to the Company written notice of such breach and (iii) such breach is either incapable of being cured by the Outside Date, as it may be extended, or at least thirty (30) days have elapsed since the date of delivery of such written notice to the Company and such breach was not cured in all material respects; provided that Parent will be unable to terminate the Merger Agreement for this reason if there has been any material breach by Parent or Merger Sub of its material representations, warranties or covenants contained in the Merger Agreement, and such breach has not been cured in all material respects.

•

by the Company if:

•

prior to the requisite Company shareholder approval of the Merger Agreement, the Merger and the consummation of the Transactions, the Company Board determines to accept a Superior Proposal, but only if the Company has complied in all material respects with its no solicitation obligations as are described in the section titled “Merger Agreement — No Solicitation of Competing Proposals” with respect to such Superior Proposal, except that the Company shall prior to or concurrently with such termination pay the Company termination fee to or for the account of Parent pursuant to the Merger Agreement; or

•

(i) Parent or Merger Sub has breached any of its representations, warranties, or covenants contained in the Merger Agreement, which would result in a failure of certain conditions to the obligations of the Company to effect the Merger related to the accuracy of the representations and warranties of Parent and Merger Sub or Parent’s and Merger Sub’s performance of their agreements and covenants in the Merger Agreement in all material respects, (ii) the Company has delivered to Parent written notice of such breach and (iii) such breach is either incapable of being cured by the Outside Date, as it may be extended, or at least thirty (30) days have elapsed since the date of delivery of such written notice to Parent and such breach was not cured in all material respects; provided that the Company will be unable to terminate the Merger Agreement for this reason if there has been any material breach of the Company’s material representations, warranties or covenants contained in the Merger Agreement, and such breach has not been cured in all material respects.

Termination Fees and Expenses

Termination Fee Payable by the Company

Under the Merger Agreement, the Company will be required to pay Parent a termination fee equal to $132 million if:

•

the Merger Agreement is terminated by the Company in connection with the Company Board’s acceptance of a Superior Proposal;

•

the Merger Agreement is terminated by Parent in connection with a Company Change of Recommendation or the Company’s willful and material breach of its no solicitation obligations with respect to Competing Proposals; or

•

if the Merger Agreement is (i)(a) terminated by Parent or the Company in connection with a failure to obtain the requisite Company shareholder approval of the Merger Agreement, the Merger and the consummation of the Transactions or the Effective Time having not occurred by the Outside Date, as it may be extended, or (b) by Parent in connection with a breach of the Company’s representations, warranties or covenants in the Merger Agreement, (ii) after the date of the Merger Agreement and prior to the extraordinary general meeting, a bona fide Competing Proposal was received by the Company or was publicly announced and not withdrawn prior to the date the Merger Agreement was terminated and (iii) within twelve (12) months after the date of such termination the Company enters into a definitive agreement with respect to, or consummates a transaction contemplated by, any Competing Proposal.

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Termination Fee Payable by Parent

Parent will be required to pay the Company a termination fee equal to $160 million if the Merger Agreement (i) is terminated by Parent or the Company in connection with (a) a court or other government entity of competent jurisdiction having issued a final and non-appealable material order pursuant to a regulatory law, adopted or caused to be effective any material regulatory law or taken any other final and non-appealable material action pursuant to a regulatory law, in each case, permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger or (b) the Effective Time having not occurred by the Outside Date, as it may be extended, and, in each case, (ii) at the time of such termination, (a) all of the conditions to Closing, other than certain exceptions related to regulatory matters contained in the Merger Agreement, have been satisfied or are capable of being satisfied at or prior to Closing or have been waived, and (b) the Company is not in material breach of any representation, warranty, covenant or other agreement set forth in the Merger Agreement where such breach is the primary cause of the failure of any condition to the Merger Agreement being satisfied.

Financing of the Merger

Parent plans to finance the cash portion of the purchase price of the Merger with approximately $3.5 billion of cash on hand and new debt. In connection with entering into the Merger Agreement, Parent entered into a commitment letter, dated as of May 5, 2022, with Wells Fargo Bank, N.A. and Wells Fargo Securities, LLC (collectively, “Wells Fargo”), pursuant to which, subject to the terms and conditions set forth therein, Wells Fargo has committed to provide Parent with (i) a senior secured term B loan facility in an aggregate principal amount of up to $3.25 billion and (ii) a senior secured revolving credit facility in an aggregate principal amount of up to $250.0 million. The funding of these secured credit facilities provided for in the commitment letter is contingent on the satisfaction of customary conditions, including (i) the execution and delivery of definitive documentation with respect to such credit facilities in accordance with the terms sets forth in the commitment letter and (ii) the consummation of the Merger in accordance with the Merger Agreement.

Tax Consequences of the Merger

United States. The receipt by a U.S. Holder (as defined in the section entitled “The Merger — Tax Consequences of the Merger — Material U.S. Federal Income Tax Consequences”) of cash and Parent Shares in exchange for Company Shares or ADSs in connection with the Merger will be a taxable transaction for U.S. federal income tax purposes. Generally, a U.S. Holder will recognize gain or loss equal to the difference between the (i) sum of the amount of cash and the fair market value of the Parent Shares received pursuant to the Merger and (ii) its aggregate adjusted tax basis in Company Shares and/or ADSs that it exchanges for such cash and Parent Shares.

Cayman Islands. The Cayman Islands currently have no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. No taxes, fees or charges will be payable (either by direct assessment or withholding) to the government in the Cayman Islands under the laws of the Cayman Islands in respect of the Merger or the receipt of cash and Parent Shares in exchange for the cancellation of the Company Shares or ADSs in connection with the Merger. This is subject to the qualification that (i) Cayman Islands stamp duty may be payable if any original transaction documents are brought into or executed or produced before a court in the Cayman Islands (for example, for enforcement), (ii) registration fees will be payable to the Registrar of Companies in the Cayman Islands to register the Plan of Merger and (iii) fees will be payable to the Cayman Islands Government Gazette Office to publish the notice of the Merger in the Cayman Islands Government Gazette.

Regulatory Approvals Required for the Merger and Other Regulatory Filings

Under the Merger Agreement, the Merger cannot be completed until the expiration or termination of the applicable waiting period under HSR Act; and approval has been obtained under the Anti-monopoly Law of the People’s Republic of China, which came into effect in 2008, as amended (and any successor law).

For further details regarding the regulatory approvals required for the Merger, please refer to the section of this proxy statement/prospectus captioned “The Merger — Regulatory Approvals Required for the Merger and Other Regulatory Filings.”

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Dissenters’ Rights

Registered Company shareholders who dissent from the Merger in accordance with the requirements of the CICA will have the right to receive payment of the fair value of their Company Shares (“Dissenters’ Rights”) as determined in accordance with section 238 of the CICA if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of section 238 of the CICA. A copy of section 238 of the CICA is attached as Annex B to this proxy statement/prospectus. The fair value of their Company Shares as determined under the CICA could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement if they do not exercise Dissenters’ Rights with respect to their Company Shares. This proxy statement/prospectus is not to be construed or taken as legal advice on Cayman Islands law. Registered Company shareholders who wish to exercise any rights under section 238 of the CICA or otherwise must obtain their own copy of the complete CICA and seek legal advice from a law firm authorized to practice Cayman Islands law without delay.

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AS TO THE ADSS BEING CANCELLED BUT UNDERTAKE NOT TO VOTE THE COMPANY SHARES REPRESENTED BY THE ADSS SO CANCELED AT THE EXTRAORDINARY GENERAL MEETING, OR (II) DID NOT BENEFICIALLY OWN THE RELEVANT ADSS AS OF THE ADS RECORD DATE AND UNDERTAKE NOT TO VOTE THE COMPANY SHARES REPRESENTED BY THE ADSS SO CANCELED, AND BECOME REGISTERED HOLDERS OF COMPANY SHARES BEFORE THE VOTE TO AUTHORIZE AND APPROVE THE MERGER IS TAKEN AT THE EXTRAORDINARY GENERAL MEETING. FOR THE AVOIDANCE OF DOUBT, ANY ADS HOLDERS WHO CANCEL THEIR ADSS FOR DELIVERY OF COMPANY SHARES AFTER THE SHARE RECORD DATE WILL NOT BE ENTITLED TO ATTEND OR TO VOTE AT THE EXTRAORDINARY GENERAL MEETING, BUT WILL BE ENTITLED TO EXERCISE DISSENTERS’ RIGHTS IF THEY BECOME REGISTERED HOLDERS OF COMPANY SHARES BEFORE THE VOTE TO AUTHORIZE AND APPROVE THE MERGER IS TAKEN AT THE EXTRAORDINARY GENERAL MEETING, IN ACCORDANCE WITH THE IMMEDIATELY PRECEDING SENTENCE. AFTER CANCELLING THEIR ADSS AND BECOMING REGISTERED HOLDERS OF COMPANY SHARES, SUCH FORMER ADS HOLDERS MUST COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENTERS’ RIGHTS WITH RESPECT TO THE COMPANY SHARES UNDER SECTION 238 OF THE CICA. IF THE MERGER IS NOT CONSUMMATED, THE COMPANY WILL CONTINUE TO BE A PUBLIC COMPANY IN THE UNITED STATES AND THE ADSS WILL CONTINUE TO BE LISTED ON NASDAQ. THE COMPANY SHARES ARE NOT LISTED AND CANNOT BE TRADED ON ANY STOCK EXCHANGE OTHER THAN NASDAQ, AND IN SUCH CASE ONLY IN THE FORM OF ADSS. AS A RESULT, IF A FORMER ADS HOLDER HAS SURRENDERED HIS, HER OR ITS ADSS FOR CANCELLATION AND BECAME A REGISTERED HOLDER OF COMPANY SHARES IN ORDER TO EXERCISE DISSENTERS’ RIGHTS AND THE MERGER IS NOT CONSUMMATED AND SUCH FORMER ADS HOLDER WISHES TO BE ABLE TO SELL HIS, HER OR ITS COMPANY SHARES ON A STOCK EXCHANGE, SUCH FORMER ADS HOLDER WILL NEED TO DEPOSIT HIS, HER OR ITS COMPANY SHARES WITH THE ADS CUSTODIAN (AS DEFINED BELOW) FOR THE ISSUANCE OF THE CORRESPONDING NUMBER OF ADSS, SUBJECT TO THE TERMS AND CONDITIONS OF APPLICABLE LAW AND THE DEPOSIT AGREEMENT, INCLUDING, AMONG OTHER THINGS, PAYMENT OF RELEVANT FEES OF THE ADS DEPOSITARY FOR THE ISSUANCE OF ADSS ($[ ] PER ADS ISSUED), APPLICABLE COMPANY SHARE TRANSFER TAXES (IF ANY), AND RELATED CHARGES PURSUANT TO THE DEPOSIT AGREEMENT.

We encourage you to read the section of this proxy statement/prospectus entitled “The Merger — Dissenters’ Rights” as well as Annex B to this proxy statement/prospectus carefully. This proxy statement/prospectus is not to be construed or taken as legal advice on Cayman Islands law. Registered Company shareholders who wish to exercise any rights under section 238 of the CICA or otherwise, must obtain their own copy of the complete CICA and seek legal advice from a law firm authorized to practice Cayman Islands law without delay.

Comparison of Shareholders’ and Stockholders’ Rights

The Company shareholders will have different rights once they become stockholders of Parent due to differences between the organizational documents of the Company and Parent. These differences are described in more detail under the caption “The Merger — Comparison of Shareholders’ and Stockholders’ Rights.”

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the extraordinary general meeting. These questions and answers may not address all questions that are important to you. You are encouraged to read carefully the more detailed information contained elsewhere in this proxy statement/prospectus, the annexes to this proxy statement/prospectus and the documents that are referred to in this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus without charge by following the instructions under the caption “Where You Can Find More Information.”

Why am I receiving these materials?

On May 5, 2022, the Company entered into the Merger Agreement with Parent and Merger Sub. You are receiving this proxy statement/prospectus in connection with the solicitation of proxies by the Company Board in favor of the proposal to authorize and approve the Merger Agreement, the Plan of Merger, and the Transactions, including the Merger, at an extraordinary general meeting or at any adjournment of such extraordinary general meeting.

What am I being asked to vote on at the extraordinary general meeting?

You are being asked to vote on the following proposals:

the Merger Proposal; and

the Adjournment Proposal.

The only items of business that the Company Board intends to present at the extraordinary general meeting are set forth in this proxy statement/prospectus. The Company is not aware of any other matters to be presented at the extraordinary general meeting.

When and where is the extraordinary general meeting?

The extraordinary general meeting will take place on [•], 2022, at [•] (Taiwan time) ([•] Eastern time), at 2F, No.26, Taiyuan Street, Zhubei City, Hsinchu County 302, Taiwan.

Who is entitled to vote at the extraordinary general meeting?

The Share Record Date is [•], 2022. Only Company shareholders whose names appear on the register of members of the Company as of the close of business in New York City on the Share Record Date or their proxy holders are entitled to attend and vote at the extraordinary general meeting or any adjournment thereof. The ADS Record Date is [•], 2022. Only ADS holders as of the close of business in New York City on the ADS Record Date are entitled to instruct the ADS Depositary to vote at the extraordinary general meeting. Alternatively, ADS holders may attend and vote at the extraordinary general meeting if such holder surrenders his or her ADSs to the ADS Depositary for cancellation and becomes a registered holder of Company Shares on the Company’s register of members by the close of business in New York City on the Share Record Date. No assurance can be given that a cancelling holder of ADSs will become a registered holder of Company Shares on the Company’s register of members on or before the Share Record Date.

If I purchased my Company Shares after the Share Record Date or ADSs after the ADS Record Date, may these Company Shares or Company Shares underlying such ADSs be voted at the extraordinary general meeting?

Company shareholders who are entitled to attend and vote at the extraordinary general meeting are those whose names appear on the register of members of the Company as of the Share Record Date. A subsequent purchaser of Company Shares will need to obtain the relevant proxy from the transferor if he or she wishes to attend or vote at the extraordinary general meeting.

Only ADS holders as of the close of business in New York City on the ADS Record Date are entitled to instruct the ADS Depositary to vote at the extraordinary general meeting.

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How may I vote?

Registered Holder of Company Shares: If you are a registered holder of Company Shares (that is, your Company Shares are registered in your own name in the register of members of the Company) as of the close of business in New York City on the Share Record Date, you may attend and vote in person at the extraordinary general meeting. Alternatively, you may appoint another person as your proxy to attend and vote at the extraordinary general meeting in your stead by returning a duly completed, signed and dated proxy card in accordance with the instructions printed thereon.

You should sign your name exactly as it appears on the enclosed proxy card. If you are signing in a representative capacity (for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), please indicate your name and title or capacity.

In order to be valid, the duly completed, signed and dated proxy card must be received by the Company’s coordinator at 6F., No.27, Sec. 1, Anhe Rd., Da-an District, Taipei City 106646, Taiwan by [•] [a.m. / p.m.], (Taiwan time) on [•], 2022. Completion and return of the proxy card will not preclude a registered Company shareholder from attending and voting at the extraordinary general meeting in person, and in such event, the proxy shall be revoked by operation of law.

Beneficial Owners: If you hold your Company Shares in “street name” through a broker, bank or other securities intermediary or nominee on Nasdaq, please provide your voting instructions in accordance with the instructions of your bank, broker, or other securities intermediary or nominee. Your bank, broker or other securities intermediary or nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

Alternatively, if you wish to attend the extraordinary general meeting and vote in person and if you hold your Company Shares in “street name,” you must obtain a proxy from the bank, broker or other securities intermediary or nominee that holds your Company Shares, giving you the right to attend and vote the Company Shares at the extraordinary general meeting. In that case, you must also bring a statement from your bank, broker or other securities intermediary or nominee that shows that you owned Company Shares as of the Share Record Date.

If you hold your ADSs in “street name” through a broker, bank or other securities intermediary or nominee on Nasdaq, please provide your voting instructions in accordance with the instructions of your bank, broker, or other securities intermediary or nominee and follow the directions that you received. Your bank, broker or other securities intermediary or nominee will set the deadline for receipt of your voting instructions sufficiently in advance to deliver your voting instructions to the ADS Depositary at or before on [•], 2022, the ADS voting instructions deadline established by the ADS Depositary.

Alternatively, if you wish to attend the extraordinary general meeting and vote in person and if you hold your ADSs in “street name,” please promptly contact your broker, bank or other securities intermediary or nominee to find out what actions you need to take to instruct the broker, bank or other securities intermediary or nominee to cancel the ADSs on your behalf so that you will become a registered holder of the Company Shares underlying your ADSs prior to the close of business in New York City on the Share Record Date. No assurances can be given that a holder of ADSs held in “street name” will become a registered holder of Company Shares on the Company’s register of members on or before the Share Record Date.

Record Holder of ADSs: The Company will instruct the ADS Depositary to deliver to ADS holders as of the ADS Record Date a Depositary Notice and an ADS voting instruction card and ADS holders as of the ADS Record Date will have the right to instruct the ADS Depositary how to vote the Company Shares underlying their ADSs at the extraordinary general meeting, subject to and in accordance with the terms of the Deposit Agreement. A copy of the Deposit Agreement is available free of charge at the SEC’s website at www.sec.gov. If you own ADSs as of the close of business in New York City on the ADS Record Date (and do not surrender such ADSs and become a registered holder of the Company Shares underlying your ADSs as explained below), you cannot attend and vote at the extraordinary general meeting directly (whether in person or by proxy), but you may instruct the ADS Depositary (as the registered holder of Company Shares underlying your ADSs) how to vote the

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Company Shares underlying your ADSs. The ADS Depositary must receive such instructions no later than [•] on [•], 2022 in order to ensure the Company Shares underlying your ADSs are properly voted at the extraordinary general meeting. The ADS Depositary will endeavor to vote (or to cause the vote of) (in person or by proxy), in so far as practicable and permitted under applicable law, the provisions of the Deposit Agreement and the articles of association of the Company, the Company Shares represented by ADSs at the extraordinary general meeting in accordance with the voting instructions timely received (or deemed received) from holders of ADSs. If you hold your ADSs through a broker, bank or other securities intermediary or nominee, you must rely on the procedures of the broker, bank or other securities intermediary or nominee through which you hold your ADSs if you wish to vote.

What happens if I do not indicate how to vote on the proxy card or voting instruction form?

If you are a registered holder of Company Shares and if you vote by proxy, your Company Shares will be voted at the extraordinary general meeting in the manner you indicate in your proxy card. If you return a valid proxy card, but do not specify how you want your Company Shares to be voted, they will be voted “FOR” the Merger Proposal and the Adjournment Proposal, as recommended by the Company Board, unless you appoint a person other than the chairman of the extraordinary general meeting as proxy, in which case the Company Shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

Under the rules that govern brokers, banks and other securities intermediaries or nominees that have record ownership of Company Shares or ADSs that are held in street name for their clients, brokers, banks and other securities intermediaries or nominees typically have the discretion to vote such Company Shares or ADSs on routine matters even when they have not received instructions from beneficial holders. Both of the proposals to be voted on at the extraordinary general meeting are considered non-routine matters on which brokers do not have discretion to vote. Accordingly, if you are a beneficial owner and hold your Company Shares or ADSs in “street name” through a bank, broker or other securities intermediary or nominee on Nasdaq and return your voting instruction form but do not specify voting instructions for the Merger Proposal or the Adjournment Proposal, your bank, broker or other securities intermediary or nominee will not be permitted to cast a vote with respect to such proposals (commonly referred to as a “broker non-vote”). The Company encourages you to provide instructions to your broker regarding the voting of your Company Shares or ADSs; otherwise, if you do not provide instructions to your broker, bank or other securities intermediary or nominee regarding how to vote your Company Shares or ADSs, then your Company Shares or ADSs will not be voted on these important proposals.

Pursuant to Section 4.07 of the Deposit Agreement, the ADS Depositary will not itself exercise any voting discretion in respect of any ADSs and it will not vote or attempt to exercise the right to vote any ADSs other than in accordance with voting instructions timely received from the relevant ADS holder except as discussed below. Accordingly, ADS holders as of the ADS Record Date whose voting instructions are timely received but fail to specify the manner in which the ADS Depositary is to vote will be deemed to have instructed the ADS Depositary to vote in favor of the items set forth in such voting instruction. In addition, if the ADS Depositary does not receive timely voting instructions from an ADS holder as of the ADS Record Date on or before the ADS Voting Instruction deadline, such ADS holder shall be deemed, and the ADS Depositary shall deem such ADS holder, to have instructed the ADS Depositary to give a discretionary proxy to a person designated by the Company to vote the Company Shares, in each case upon the terms of the Deposit Agreement; provided, however, that no such discretionary proxy shall be given by the ADS Depositary with respect to any matter to be voted upon at the extraordinary general meeting as to which the Company informs the ADS Depositary that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Company Shares may be materially adversely affected as to such matter.

If any broker, bank or other securities intermediary or nominee holds my Company Shares in “street name,” will my nominee vote my Company Shares for me?

No. Your bank, broker or other securities intermediary or nominee is not permitted to vote your Company Shares or ADSs on any proposal currently scheduled to be considered at the extraordinary general meeting unless you instruct your bank, broker or other securities intermediary or nominee how

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to vote. You should follow the procedures provided by your bank, broker or other securities intermediary or nominee to vote your Company Shares or ADSs. Without instructions, your Company Shares or ADSs will not be counted as voted at the extraordinary general meeting.

How are abstentions counted?

If you return a proxy card that indicates an abstention from voting on all matters, the Company Shares represented by your proxy will be counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business, but they will not be counted in tabulating the voting result for any particular proposal.

May I attend the extraordinary general meeting and vote in person?

Registered holders of Company Shares as of the close of business in New York City on the Share Record Date may attend the extraordinary general meeting and vote in person. Even if you plan to attend the extraordinary general meeting in person, to ensure that your Company Shares will be represented at the extraordinary general meeting, the Company encourages you to complete, sign, date and return the enclosed proxy card in accordance with the instructions printed on the proxy card. In order to be valid, the duly completed, signed and dated proxy card must be received by the Company’s coordinator by [•] p.m. (Taiwan Time) on [•], 2022. Completion and return of the proxy card will not preclude a registered Company shareholder from attending and voting at the extraordinary general meeting in person, and in such event, the proxy shall be revoked by operation of law.

If you hold your Company Shares in “street name” through a broker, bank or other securities intermediary or nominee on Nasdaq, you should instruct your bank, broker or other securities intermediary or nominee how to vote your Company Shares in accordance with the voting instruction form that you will receive from your bank, broker or other securities intermediary or nominee. Your bank, broker or other securities intermediary or nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions. If you hold your Company Shares in “street name” through a broker, bank or other securities intermediary or nominee on Nasdaq, you may not vote your Company Shares in person at the extraordinary general meeting unless you obtain a proxy from your bank, broker or other securities intermediary or nominee.

If you own ADSs as of the close of business in New York City on the ADS Record Date, you may vote at the extraordinary general meeting directly if you surrender your ADSs and become a registered holder of the Company Shares underlying your ADSs prior to the close of business in New York City on the Share Record Date. If you wish to surrender your ADSs for the purpose of voting the corresponding Company Shares directly at the extraordinary general meeting after the ADS Record Date, you need to make arrangements with your broker or custodian to deliver your ADSs to the ADS Depositary for cancellation before the close of business in New York City on [•], 2022 together with (a) delivery instructions for the corresponding Company Shares (the name and address of person who will be the registered holder of such Company Shares), (b) payment of the ADS Depositary’s fees ($[ ] for each ADS to be cancelled pursuant to the terms of the Deposit Agreement), which will not be borne by the Company, and any applicable taxes, and (c) certification that you either (i) beneficially owned the ADSs as of the ADS Record Date and have not given, and will not give, voting instructions to the ADS Depositary as to the ADSs being cancelled, or have given voting instructions to the ADS Depositary as to the ADSs being cancelled (or have cancelled all voting instructions previously given), or have given voting instructions to the ADS Depositary as to the ADSs being cancelled but undertake not to vote the corresponding Company Shares at the extraordinary general meeting or (ii) did not beneficially own the relevant ADSs as of the ADS Record Date and undertake not to vote the corresponding Company Shares at the extraordinary general meeting. Upon surrender of the ADSs, the ADS Depositary will direct Hongkong and Shanghai Banking Corporation Limited (the “ADS Custodian”), to deliver, or cause the delivery of, the Company Shares represented by the ADSs so cancelled to or upon the written order of the person(s) designated in the order delivered to the ADS Depositary for such purpose. If after the registration of Company Shares in your name you wish to receive a certificate evidencing the Company Shares registered in your name, you will need to request the Company to instruct its Cayman Islands share registrar services provider, Suntera (Cayman) Limited, to issue and mail a certificate to your attention. If the Merger is not consummated, the Company will

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continue to be a public company in the United States and the ADSs will continue to be listed on Nasdaq. As a result, if you have surrendered your ADSs for cancellation and became a registered holder of Company Shares in order to attend the extraordinary general meeting and you wish to be able to sell your Company Shares on a stock exchange, you will need to deposit your Company Shares with the ADS Custodian for the issuance of the corresponding number of ADSs, subject to the terms and conditions of applicable law and the Deposit Agreement, including, among other things, payment of relevant fees of the ADS Depositary for the issuance of ADSs ($[ ] per ADS issued), applicable share transfer taxes (if any) and related charges pursuant to the Deposit Agreement.

What is the proposed Merger and what effects will it have on the Company?

The proposed Merger is to effect the acquisition of the Company by Parent. If the Merger Proposal is approved by the Company shareholders at the extraordinary general meeting and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Company. As a result of the Merger, the Company will become a wholly-owned subsidiary of Parent, and the ADSs will no longer be publicly traded and will be delisted from Nasdaq and the ADS program for the Company Shares will terminate. In addition, the Company Shares and ADSs will be deregistered under the Exchange Act, and the Company will no longer file periodic reports with the SEC.

What will I receive if the Merger is completed?

If you are a registered holder of Company Shares (other than Excluded Shares and Company Shares represented by ADSs) immediately prior to the Effective Time, and if the Merger is consummated, you will be entitled to receive, without interest and net of any applicable withholding taxes, for each Company Share you own immediately prior to the Effective Time, (i) the $23.385 in cash and (ii) 0.097 Parent Shares, with cash in lieu of any fractional Parent Shares, unless you validly exercise and have not effectively withdrawn or lost your dissenters’ rights under section 238 of the CICA, a copy of which is attached as Annex B to this proxy statement/prospectus, with respect to the Merger, in which event you will not be entitled to the Per Share Merger Consideration, but will instead be entitled to receive payment of the fair value of your Company Shares as determined in accordance with section 238 of the CICA.

If you own ADSs (other than ADSs representing any Excluded Shares) immediately prior to the Effective Time, and if the Merger is consummated, you will be entitled to receive, without interest and net of any applicable withholding taxes, for each ADS you own immediately prior to the Effective Time, (i) $93.54 in cash and (ii) 0.388 Parent Shares, with cash in lieu of any fractional Parent Shares. The ADS holders will pay any applicable fees, charges and expenses of the ADS Depositary (including $[ ] per ADS cash distribution fee pursuant to the terms of the Deposit Agreement) and government charges due to or incurred by the ADS Depositary, in each case, in cash, without interest, in connection with the cancellation of the ADSs surrendered and the distribution of the Per ADS Merger Consideration to holders of ADSs.

Will fractional Parent Shares be issued?

No. If the aggregate number of Parent Shares that you are otherwise entitled to receive as part of the Merger Consideration includes a fraction of a Parent Share, you will receive a cash payment (without interest) in an amount equal to such fractional part of a Parent Share multiplied by the volume weighted average price of a Parent Share for a 10 trading day period, starting with the opening of trading on the 11th trading date prior to the Closing to the closing of trading on the second to last trading date prior to the Closing, as reported by Bloomberg. See “The Merger — Merger Consideration.”

What do I need to do now?

We encourage you to read this proxy statement/prospectus, the annexes to this proxy statement/prospectus and the documents that are referred to in this proxy statement/prospectus carefully and consider how the Merger affects you. The Company also urges that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope in accordance with the instructions printed on the proxy card or give voting instructions to the ADS Depositary, your

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broker, bank or other securities intermediary or nominee, so that your Company Shares (including Company Shares represented by ADSs) can be voted at the extraordinary general meeting. If you hold your Company Shares or ADSs in “street name,” please refer to the voting instruction card provided by your bank, broker or other securities intermediary or nominee to vote your Company Shares or ADSs.

Should I send in my share certificates or my ADSs now?

No, please do not send in your Company Share certificates with your proxy card. After the Merger is completed, you will receive a letter of transmittal containing instructions for how to send your share certificates to the bank or trust company the Company selects to act as the exchange agent for the Merger (the “Exchange Agent”) in order to receive the appropriate Per Share Merger Consideration for the Company Shares represented by your share certificates. Similarly, you should not send in the ADSs that evidence your ADSs at this time. After the Merger is completed, the ADS Depositary will call for the surrender of all ADSs for delivery of the Per ADS Merger Consideration. ADS holders will receive a form of letter of transmittal and written instructions from the ADS Depositary relating to the foregoing.

What happens if I sell or otherwise transfer my Company Shares or ADSs after the Share Record Date or ADS Record Date but before the extraordinary general meeting?

The Share Record Date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and the date the Merger is expected to be completed. If you sell or transfer your Company Shares after the Share Record Date but before the extraordinary general meeting, you will retain your right to vote those Company Shares at the extraordinary general meeting, but you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your Company Shares. Even if you sell or otherwise transfer your Company Shares after the Share Record Date, the Company encourages you to complete, sign, date and return the enclosed proxy card in accordance with the instructions printed on the proxy card.

The ADS Record Date is the close of business in New York City on [•], 2022. If you sell or transfer your ADSs after the ADS Record Date but before the extraordinary general meeting, you will retain your right to instruct the ADS Depositary to vote at the extraordinary general meeting, but you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your ADSs. Even if you sell or otherwise transfer your ADSs after the ADS Record Date, the Company encourages you to provide instructions to the ADS Depositary on how to vote the Company Shares underlying your ADSs at the extraordinary general meeting.

How does the Company Board recommend that I vote?

The Company Board, after considering the various factors described under the caption “The Merger — Reasons for the Merger and Recommendation of the Company Board,” has unanimously (1) determined that the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and the Company shareholders; (2) approved, adopted and declared advisable the Merger Agreement and the Transactions, including the Merger; (3) directed that the Merger Agreement be submitted to the Company shareholders for its adoption; and (4) resolved to recommend that the Company shareholders adopt the Merger Agreement.

Accordingly, the Company Board unanimously recommends that you vote (1) “FOR” the Merger Proposal; and (2) “FOR” the Adjournment Proposal.

What happens if the Merger is not completed?

If the Merger Proposal is not approved by the Company shareholders or if the Merger is not completed for any other reason, the Company securityholders will not receive any Merger Consideration for their Company Shares or ADSs. Instead, the Company will remain an independent public company, the ADSs will continue to be listed and traded on Nasdaq, and the Company Shares and ADSs will continue to be registered under the Exchange Act, and the Company will continue to file periodic reports with the SEC.

The Company will be required to pay Parent a termination fee of $132 million if the Merger Agreement is terminated under certain circumstances that are specified in the Merger Agreement, and Parent will

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be required to pay to the Company a termination fee of $160 million if the Merger Agreement is terminated under certain other circumstances that are specified in the Merger Agreement. For more details see the section of this proxy statement/prospectus captioned “The Merger Agreement — Termination Fees.”

What vote is required to approve the Merger Proposal?

The affirmative vote of the Company shareholders representing not less than two-thirds (2/3) of the votes cast by such Company shareholders as, being entitled so to do, vote in person or by proxy, or in the case of such Company shareholders as are corporations, by their respective representative at the extraordinary general meeting (or any adjournment thereof) is required to approve the Merger Proposal.

At the close of business in New York City on the Share Record Date, [•] Company Shares are expected to be issued and outstanding and entitled to vote at the extraordinary general meeting.

You may vote either “FOR” or “AGAINST” the Merger Proposal, or you may abstain.

What vote is required to approve the Adjournment Proposal?

A simple majority of the votes cast by such Company shareholders as, being entitled so to do, vote in person or by proxy, or in the case of such Company shareholders as are corporations, by their respective duly authorized representative at the extraordinary general meeting (or any adjournment thereof) is required to approve the Adjournment Proposal.

You may vote either “FOR” or “AGAINST” such the Adjournment Proposal, or you may abstain.

How many Company Shares must be present or represented to conduct business at the extraordinary general meeting (that is, what constitutes a quorum)?

What happens if a quorum is not present?

If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the extraordinary general meeting may determine to wait) after the time appointed for the extraordinary general meeting a quorum is not present, the extraordinary general meeting will be adjourned to the same day in the immediately following week at the same time and place or to such time and place as the Company Board may determine. At such adjourned extraordinary general meeting, if a quorum is not present within half an hour from the time appointed for holding the extraordinary general meeting, the extraordinary general meeting shall be dissolved. Under the terms of the Merger Agreement, the extraordinary general meeting cannot be adjourned for more than five business days at a time or ten business days in the aggregate after the date for which the extraordinary general meeting was originally scheduled without the prior written consent of Parent.

What is the difference between holding Company Shares or ADSs as a holder of record and as a beneficial owner?

Most Company securityholders hold their Company Shares or ADSs through a broker, bank or other securities intermediary or nominee rather than directly in their own name. As summarized below, there are some distinctions between Company Shares or ADSs held of record and those owned beneficially.

Registered Shareholders. If your Company Shares are registered in your name in the register of members of the Company, you are considered, with respect to those Company Shares, the Company shareholder of record, and proxy materials are being sent directly to you by the Company. As the registered Company shareholder, you have the right to attend and vote in person at the extraordinary general meeting or appoint another person to attend and vote on your behalf at the extraordinary general

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meeting by completing, signing and dating the enclosed proxy card and returning it to the Company’s coordinator in accordance with the instructions printed on the proxy card. In order to be valid, the duly completed, signed and dated proxy card must be received by the Company’s coordinator at 6F., No.27, Sec. 1, Anhe Rd., Da-an District, Taipei City 106646, Taiwan by [•] p.m. (Taiwan Time) on [•], 2022. Completion and return of the proxy card will not preclude a registered Company shareholder from attending and voting at the extraordinary general meeting in person, and in such event, the proxy shall be revoked by operation of law.

ADS Holders of Record. If your ADSs are registered directly in your name, you are considered, with respect to those ADSs, the ADS holders of record. The Company will instruct the ADS Depositary to deliver to you a Depositary Notice and an ADS voting instruction card, and you have the right to instruct the ADS Depositary how to vote the Company Shares underlying your ADSs at the extraordinary general meeting, subject to and in accordance with the terms of the Deposit Agreement. If you own ADSs as of the close of business in New York City on the ADS Record Date (and do not surrender such ADSs and become a registered holder of the Company Shares underlying your ADSs prior to the close of business in New York City on the Share Record Date), you cannot attend and vote at the extraordinary general meeting directly, but you may instruct the ADS Depositary (as the registered holder of Company Shares underlying your ADSs) how to vote the Company Shares underlying your ADSs.

Beneficial Owners of Company Shares. If your Company Shares are held through a broker, bank or other securities intermediary or nominee, you are considered the beneficial owner of Company Shares held in street name, and proxy materials are being forwarded to you together with a voting instruction form. As the beneficial owner, you have the right to direct your broker, trustee or other securities intermediary or nominee to vote your Company Shares as you instruct in the voting instruction form. If you hold Company Shares through a broker, trustee or other securities intermediary or nominee, you may also vote in person at the extraordinary general meeting, but only after you obtain a proxy from the broker, trustee or other securities intermediary or nominee that holds your Company Shares, giving you the right to vote your Company Shares at the extraordinary general meeting. Your broker, trustee or other securities intermediary or nominee has enclosed or provided a voting instruction form for you to use in directing the broker, trustee or nominee how to vote your Company Shares.

Beneficial Owners of ADSs. If your ADSs are held through a broker, bank or other securities intermediary or nominee, you are considered the beneficial owner of ADSs held in street name, and proxy materials are being forwarded to you together with a voting instruction form. As the beneficial owner, you have the right to direct your broker, trustee or other securities intermediary or nominee to instruct the ADS Depositary how to vote the Company Shares underlying your ADSs at the extraordinary general meeting. If you own ADSs as of the close of business in New York City on the ADS Record Date (and do not surrender such ADSs and become a registered holder of the Company Shares underlying your ADSs prior to the close of business in New York City on the Share Record Date), you cannot attend and vote at the extraordinary general meeting directly, but you may direct your broker, trustee or nominee to instruct the ADS Depositary (as the registered holder of Company Shares underlying your ADSs) how to vote the Company Shares underlying your ADSs.

May I change my vote after I have mailed my signed proxy card?

Yes. You may change your vote or revoke your proxy prior to the vote at the extraordinary general meeting.

Record Holder of Company Shares: If you are a registered holder of Company Shares, you may change your vote or revoke your proxy by (1) duly completing and signing another proxy card bearing a later date and returning it to the Company’s coordinator at 6F., No.27, Sec. 1, Anhe Rd., Da-an District, Taipei City 106646, Taiwan by [•] [a.m. / p.m.] (Taiwan time) on [•], 2022; (2) delivering a written notice of revocation to the Company’s coordinator at 6F., No.27, Sec. 1, Anhe Rd., Da-an District, Taipei City 106646, Taiwan, at least two hours before the commencement of the extraordinary general meeting or the taking of the poll; or (3) attending the extraordinary general meeting and voting in person at the extraordinary general meeting. If you wish to change your vote or revoke your proxy, you

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should contact the Company’s Proxy Solicitor at the address set forth below and request a new proxy card or voting instruction form.

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers may call: (212) 269-5550
Company securityholders may call toll free: (800) 431-9629
Email: SIMO@dfking.com

Beneficial Owners of Company Shares on Nasdaq: If you hold your Company Shares in “street name” through a broker, bank or other securities intermediary or nominee on Nasdaq, in order to change your voting instructions, you must follow the relevant directions from your broker, bank, or other securities intermediary or nominee, and must do so prior to [•] on [•], 2022. You may also vote in person at the extraordinary general meeting if you obtain a proxy from your bank, broker or other securities intermediary or nominee.

ADS Holders: If you are an ADS holder, you may revoke your voting instructions by notification to the ADS Depositary in writing at any time prior to [•] on [•], 2022. An ADS holder can do this in one of two ways: An ADS holder can revoke his, her or its voting instructions by written notice of revocation timely delivered to the ADS Depositary; or can complete, date and submit a new ADS voting instruction card to the ADS Depositary bearing a later date than the ADS voting instruction card sought to be revoked.

Beneficial Owners of ADSs on Nasdaq: If you hold your ADSs in “street name” through a broker, bank or other securities intermediary or nominee on Nasdaq, in order to change your voting instructions, you must follow the relevant directions from your broker, bank, or other securities intermediary or nominee, and must do so prior to [•] on [•], 2022.

What should I do if I receive more than one proxy card or voting instruction form?

You may receive more than one set of these proxy solicitation materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction forms. Please complete, sign date and return all proxy cards and voting instruction forms you receive to ensure that all your Company Shares (including Company Shares represented by ADSs) are voted. For example, if you hold your Company Shares or ADSs in more than one brokerage account, you may receive a separate voting instruction form for each brokerage account in which you hold Company Shares or ADSs. In addition, if your Company Shares or ADSs are registered in more than one name, you may receive more than one proxy card or voting instruction form.

Where can I find the voting results of the extraordinary general meeting?

If available, the Company may announce preliminary voting results at the conclusion of the extraordinary general meeting. The Company intends to publish final voting results in a Report of Foreign Private Issuer on Form 6-K to be furnished to the SEC following the extraordinary general meeting. All reports that the Company files or furnishes with the SEC are publicly available when filed or furnished. See the section of this proxy statement/prospectus captioned “Where You Can Find More Information.”

Will U.S. Holders (as defined in “The Merger — Tax Consequences of the Merger — Material U.S. Federal Income Tax Consequences”) be subject to U.S. federal income tax upon the exchange of Company Shares or ADSs for cash and Parent Shares pursuant to the Merger?

The exchange of the Company Shares or ADSs for cash and Parent Shares pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. For more details, see “The Merger — Tax Consequences of the Merger — Material U.S. Federal Income Tax Consequences.”

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What will the holders of Company equity awards receive in the Merger?

Immediately prior to the Effective Time, each Company RSU Award, whether vested or unvested, other than those granted to a non-employee director, that is outstanding immediately prior to the Effective Time, will be cancelled and converted into a Converted RSU Award, equal to the product of (x) the number of Company Shares subject to such Company RSU Award and (y) the sum of (I) 0.097, and (II) the quotient obtained by dividing (A) the Per Share Cash Merger Consideration by (B) the Parent Share VWAP.

Each Converted RSU Award will be subject to the same terms and conditions as were applicable under the applicable Company RSU Award (including any applicable change of control or other accelerated vesting provisions).

All of the amounts described in this section will be subject to any applicable withholding taxes and deductions

For more details on the treatment of Company equity awards in the Merger please refer to the section captioned “The Merger Agreement — Treatment of Company Equity Awards.”

When do you expect the Merger to be completed?

The Merger has been approved by the Company Board, Parent Board and the board of directors of Merger Sub, as well as the sole member of Merger Sub, and the parties are working towards completing the Merger as quickly as reasonably possible. Several conditions must be satisfied or waived before the Merger is completed. See the section of this proxy statement/prospectus titled “The Merger Agreement — Conditions to the Consummation of the Merger” for further information.

Am I entitled to appraisal rights?

Registered Company shareholders who dissent from the Merger in accordance with the requirements of the CICA will have the right to receive payment of the fair value of their Company Shares as determined in accordance with section 238 of the CICA if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of section 238 of the CICA. A copy of section 238 of the CICA is attached as Annex B to this proxy statement/prospectus. The fair value of their Company Shares as determined under the CICA could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters’ rights with respect to their Company Shares. This proxy statement/prospectus is not to be construed or taken as legal advice on Cayman Islands law. Registered Company shareholders who wish to exercise any rights under section 238 of the CICA or otherwise must obtain their own copy of the complete CICA and seek legal advice from a law firm authorized to practice Cayman Islands law without delay.

If you are a beneficial owner and hold your Company Shares in “street name” through a bank, broker or other securities intermediary or nominee and wish to dissent from the Merger, you must make all necessary arrangements with the relevant bank, broker or other securities intermediary or nominee (as the case may be) to ensure that your Company Shares are registered in your own name in the register of members of the Company such that you become a registered Company shareholder in order for you to exercise dissenters’ rights. Banks, brokers or other securities intermediaries or nominees are unlikely to exercise or attempt to exercise any dissenters’ rights with respect to any of the Company Shares that they hold, even if a beneficial owner of Company Shares requests them to do so. You must contact the relevant bank, broker or other securities intermediary or nominee promptly to ensure that you become a registered holder of your Company Shares in sufficient time ahead of the date of the extraordinary general meeting, as you must deliver to the Company a written objection to the Merger

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before the vote to authorize and approve the Merger is taken at the extraordinary general meeting. You must subsequently comply with all procedures and requirements for exercising dissenters’ rights with respect to the Company Shares under Section 238 of the CICA. If the Merger is not consummated, the Company will continue to be a public company in the United States. As a result, if you become a registered shareholder for purposes of exercising dissenters’ rights and the Merger is not consummated, and you wish to transfer your Company Shares back to a bank, broker or other securities intermediary or nominee, you will need to contact the relevant bank, broker or other securities intermediary or nominee to make all necessary arrangements.

ADS holders will not have the right to exercise dissenters’ rights and receive payment of the fair value of the Company Shares underlying their ADSs. The ADS Depositary will not exercise or attempt to exercise any dissenters’ rights with respect to any of the Company Shares that it holds, even if an ADS holder requests the ADS Depositary to do so. ADS holders wishing to exercise dissenters’ rights must surrender their ADSs before [•] [a.m. / p.m.] (Eastern time) on [•], 2022 to the ADS Depositary for cancellation, pay the ADS Depositary’s fees for the cancellation of their ADSs, provide delivery instructions for the Company Shares represented by the ADSs so canceled, and certify that they either (i) beneficially owned the ADSs as of the ADS Record Date and have not given, and will not give, voting instructions as to the ADSs being cancelled (or have cancelled all voting instructions previously given), or have given voting instructions to the ADS Depositary as to the ADSs being cancelled but undertake not to vote the Company Shares represented by the ADSs so canceled at the extraordinary general meeting, or (ii) did not beneficially own the relevant ADSs as of the ADS Record Date and undertake not to vote the corresponding Company Shares at the extraordinary general meeting, and become registered holders of Company Shares before the vote to authorize and approve the Merger is taken at the extraordinary general meeting. For the avoidance of doubt, any ADS holders who cancel their ADSs for delivery of Company Shares after the Share Record Date will not be entitled to attend or vote at the extraordinary general meeting, but will be entitled to exercise dissenters’ rights if they become registered holders of Company Shares before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, in accordance with the immediately preceding sentence. After cancelling their ADSs and becoming registered holders of Company Shares, such former ADS holders must comply with the procedures and requirements for exercising dissenters’ rights with respect to the Company Shares under Section 238 of the CICA. If the Merger is not consummated, the Company will continue to be a public company in the United States and the ADSs will continue to be listed on Nasdaq. Company Shares are not listed and cannot be traded on any stock exchange other than Nasdaq, and in such case only in the form of ADSs. As a result, if a former ADS holder has surrendered his, her or its ADSs for cancellation and became a registered holder of Company Shares in order to exercise dissenters’ rights and the Merger is not consummated and such former ADS holder wishes to be able to sell his, her or its Company Shares on a stock exchange, such former ADS holder will need to deposit his, her or its Company Shares with the ADS Custodian for the issuance of the corresponding number of ADSs, subject to the terms and conditions of applicable law and the Deposit Agreement, including, among other things, payment of relevant fees of the ADS Depositary for the issuance of ADSs ($[ ] for each ADS issued), applicable share transfer taxes (if any) and related charges pursuant to the Deposit Agreement.

We encourage you to read the section of this proxy statement/prospectus entitled “Dissenters’ Rights” as well as “Annex B — Cayman Islands Companies Act (2022 Revision) — Section 238” to this proxy statement/prospectus carefully and to consult your own Cayman Islands legal counsel if you desire to exercise your dissenters’ rights.

Do any of the Company’s directors or officers have any interests in the Merger?

Yes. The Company’s directors and executive officers may have interests in the Merger that may be different from, or in addition to, your interests as a Company securityholder. The Company Board was aware of these interests during its deliberations on the merits of the Merger and in deciding to recommend that Company shareholders vote in favor of the Merger Proposal. These interests are described in more detail under the caption “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

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SELECTED UNAUDITED PRO FORMA
COMBINED FINANCIAL INFORMATION OF MAXLINEAR AND SILICON MOTION

The following selected unaudited pro forma combined financial information has been prepared to illustrate the effect of the merger. The unaudited pro forma combined balance sheet information gives effect to the merger as if it occurred on March 31, 2022. The unaudited pro forma combined statement of operations information for the year ended December 31, 2021 and three months ended March 31, 2022 gives effect to the merger as if it occurred on January 1, 2021.

The following selected unaudited pro forma combined financial information is for illustrative and informational purposes only. It does not purport to indicate the results that would actually have been obtained had the merger been completed on the assumed date or for the periods presented, or which may be realized in the future. Future results may vary significantly from the results reflected because of various factors, including those factors discussed in the section entitled “Risk Factors”.

The selected unaudited pro forma combined financial information has been derived from and should be read in conjunction with the section entitled “Unaudited Pro Forma Combined Financial Information” and the related notes.

	Three Months Ended March 31, 2022			Year Ended December 31, 2021
	(in thousands, except per share data)			(in thousands, except per share data)
Selected Unaudited Pro Forma Combined Statement of Operations Data
Net revenue		$	505,905		$	1,814,498
Gross profit			224,578			731,987
Income (loss) from operations			48,930			(60,414)
Net income (loss)			(3,348)			(208,256)
Net income (loss) per share:
Basic		$	(0.04)		$	(2.32)
Diluted		$	(0.04)		$	(2.32)

	As of March 31, 2022
	(in thousands, except per share data)
Selected Unaudited Pro Forma Combined Balance Sheet Data
Cash, cash equivalents and short- and long-term restricted cash and investments		$	9,698
Working capital			(65,714)
Total assets			5,746,100
Total stockholders’ equity			1,191,975

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COMPARATIVE HISTORICAL AND UNAUDITED
PRO FORMA COMBINED PER SHARE DATA

The following table summarizes per share information for (i) MaxLinear and Silicon Motion on a historical basis, (ii) MaxLinear on a pro forma combined basis giving effect to the Merger, and (iii) Silicon Motion on a pro forma equivalent basis based on the exchange ratio of 0.388 Parent Shares per ADS and the exchange ratio of 0.097 Parent Shares for each Company Share. It has been assumed that the Merger occurred on January 1, 2021, the first day of MaxLinear’s fiscal year ended December 31, 2021, in the case of net income (loss) per share, and at March 31, 2022, in the case of book value per share data.

The following comparative historical and unaudited pro forma combined per share data is for illustrative and informational purposes only. It does not purport to indicate the results that would actually have been obtained had the Merger been completed on the assumed date or for the periods presented, or which may be realized in the future. Future results may vary significantly from the results reflected because of various factors, including those factors discussed in the section entitled “Risk Factors.”

The following information should be read in conjunction with the consolidated financial statements and related notes of each of MaxLinear and Silicon Motion that are incorporated by reference in this proxy statement/prospectus and with the information in the section entitled “Unaudited Pro Forma Combined Financial Information” and the related notes included in this proxy statement/prospectus.

	Three Months Ended March 31, 2022			Year Ended December 31, 2021
MaxLinear, Inc.
Net income (loss) per share – basic:
Historical		$	0.44		$	0.55
Pro forma combined(1)		$	(0.04)		$	(2.32)
Net income (loss) per share – diluted:
Historical		$	0.42		$	0.53
Pro forma combined(1)		$	(0.04)		$	(2.32)
Book value per common share(2)
Historical		$	6.84		$	6.43
Pro forma combined(1)		$	13.09			N/A
Silicon Motion Technology Corporation
Net income (loss) per ordinary share – basic:
Historical		$	0.40		$	1.43
Equivalent pro forma(1)(3)		$	0.00		$	(0.23)
Net income (loss) per ordinary share – diluted:
Historical		$	0.40		$	1.43
Equivalent pro forma(1)(3)		$	0.00		$	(0.23)
Book value per ordinary common share(2)
Historical		$	4.58		$	4.72
Equivalent pro forma(1)(3)		$	1.27			N/A

(1)

Amounts calculated based on pro forma combined financial statements giving effect to the Merger.

(2)

Amounts calculated by dividing shareholders’ equity by weighted average common shares outstanding.

(3)

Amounts calculated by multiplying unaudited pro forma combined per share amounts by the exchange ratio of 0.097 Parent Shares for each Company Share.

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Parent Shares are listed for trading on Nasdaq under the symbol “MXL.” ADSs are listed for trading on Nasdaq under the symbol “SIMO.”

Historical Market Price Information

The following table sets forth, for the periods indicated, the intraday high and low sales prices and dividends paid per Parent Share and per ADS, in both cases as reported.

On May 4, 2022, the last trading day before the execution of the Merger Agreement, the closing price of a Parent Share was $53.61. On June 14, 2022, the last practicable trading day prior to the date of this proxy statement/prospectus, the closing price of a Parent Share was $36.60.

On May 4, 2022, the last trading day before the execution of the Merger Agreement, the closing price of an ADS was $81.20. On June 14, 2022, the last practicable trading day prior to the date of this proxy statement/prospectus, the closing price of an ADS was $88.07.

On June 14, 2022, the last practicable day prior to the date of this proxy statement/prospectus, there were 78,354,000 Parent Shares outstanding and 132,182,440 Company Shares outstanding (including shares represented by ADSs). As of such date, there were 58 holders of record of Parent Shares and 612 holders of record of Company Shares.

	PARENT						THE COMPANY
	High		Low		Dividend Paid (per share)		High		Low		Dividend Paid (per ADS)
	($)		($)		($)		($)		($)		($)
Quarter ended September 30, 2019		26.20		18.71		—		45.94		30.86		0.30
Quarter ended December 31, 2019		23.10		18.68		—		50.87		34.73		0.35
Quarter ended March 31, 2020		21.89		7.79		—		53.04		26.72		0.35
Quarter ended June 30, 2020		22.00		10.20		—		52.46		35.11		0.35
Quarter ended September 30, 2020		28.36		20.91		—		50.42		35.13		0.35
Quarter ended December 31, 2020		38.61		22.75		—		48.39		35.16		0.35
Quarter ended March 31, 2021		44.05		30.47		—		67.69		46.54		0.35
Quarter ended June 30, 2021		42.62		31.76		—		74.10		60.00		0.35
Quarter ended September 30, 2021		55.00		38.28		—		81.87		58.86		0.35
Quarter ended December 31, 2021		77.89		45.69		—		96.73		66.06		0.50
Quarter ended March 31, 2022		77.24		50.34		—		96.89		64.41		0.50
Quarter ended June 30, 2022 (through June 14, 2022)	59.57		34.57			—	98.65		65.03			0.50

Recent Closing Prices and Comparative Market Price Information

The following table presents the closing prices of ADSs and Parent Shares on May 4, 2022, the last trading day before the public announcement of the Merger Agreement, and June 14, 2022, the last practicable trading day prior to the filing of this proxy statement/prospectus. The table also shows the estimated value of the Per ADS Merger Consideration on the respective dates. The estimated value of the Per ADS Merger Consideration represents the sum of $93.54 in cash per ADS, plus the implied value of 0.388 Parent Shares per ADS, based on the closing prices of Parent Shares on May 4, 2022 and June 14, 2022.

	Company Closing Price Per ADS			Parent Closing Price			Estimated Value of the Per ADS Merger Consideration
May 4, 2022		$	81.20		$	53.61		$	114.34
June 14, 2022		$	88.07		$	36.60		$	107.74

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The above table shows only historical comparisons. The market price of ADSs and Parent Shares will fluctuate prior to the extraordinary general meeting and before consummation of the Merger, which will affect the implied value of the Per ADS Merger Consideration paid to the ADS holders. These comparisons may not provide meaningful information to Company securityholders in determining whether to adopt the Merger Agreement. Company securityholders are urged to obtain current market quotations for Parent Shares and ADSs and to review carefully the other information contained in, or incorporated by reference into, this proxy statement/prospectus in considering whether to adopt the Merger Agreement. For more information, see the section entitled “Where You Can Find More Information”.

Dividend Policy

Parent’s Dividend Policy. Parent has never declared or paid any cash dividends on Parent Shares and does not anticipate paying cash dividends on Parent Shares for the foreseeable future. Notwithstanding the foregoing, any determination to pay cash dividends subsequent to the Merger will be at the discretion of the combined organization’s then-current board of directors and will depend upon a number of factors, including the combined organization’s results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors the then-current board of directors deems relevant.

Silicon Motion’s Dividend Policy. The Company currently declares an annual cash dividend payable in four quarterly installments. The Company last announced an annual cash dividend on October 25, 2021 of $2.00 per ADS, to be paid in four quarterly installments of $0.50 per ADS. The Company paid the first three such quarterly installments on November 24, 2021, February 25, 2022 and May 26, 2022, respectively. Under the terms of the Merger Agreement, during the period prior to Closing, the Company is not permitted to declare, set aside, make or pay any dividend or other distribution, except for (i) the remaining quarterly installment of the annual cash dividend declared on October 25, 2021, which is anticipated to be paid on August 25, 2022, and (ii) dividends or other distributions paid by a wholly owned subsidiary of the Company to the Company or another wholly owned subsidiary of the Company.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in or incorporated by reference into this proxy statement/prospectus are “forward-looking” statements within the meaning of the federal securities laws, including Section 27A of the Securities Act, and Section 21E of the Exchange Act. These forward-looking statements are based upon current expectations and include all statements that are not historical statements of fact and those regarding the intent, belief or expectations, including, without limitation, statements that are accompanied by words such as “will,” “expect,” “outlook,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” or other similar words, phrases or expressions and variations or negatives of these words. These forward-looking statements include, but are not limited to, statements regarding the proposed Merger, integration and transition plans, synergies, opportunities and anticipated future performance. These statements are not guarantees of performance or results. Many risks and uncertainties could affect actual results and cause them to vary materially from the expectations contained in the forward-looking statements. These risks and uncertainties include, among other things:

•

the timing and likelihood of, and any conditions or requirements imposed in connection with, required approvals for the Merger from governmental authorities or the Company shareholders not being obtained;

•

the possibility that the closing conditions to the proposed transaction may not be satisfied or waived;

•

delay in closing the proposed transaction or the possibility of non-consummation of the proposed transaction;

•

the occurrence of any event that could give rise to termination of the Merger Agreement;

•

the risk that litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability;

•

the expected benefits of the Merger for the Company securityholders, including the expected ownership percentage, voting interest, and value of the consideration they receive in the combined company immediately following the consummation of the Merger, if it is completed;

•

the possibility that the consummation of the Merger may trigger change in control or other provisions in certain agreements to which the Company is a party;

•

risks that the proposed Merger disrupts the current plans and operations of the Company or Parent;

•

competitive responses to the proposed Merger and the impact of competitive products;

•

unexpected costs, charges or expenses resulting from the Merger;

•

the impact of the Merger on the value of the Parent Shares;

•

the risk that Parent and the Company will be unable to retain or hire key personnel;

•

the risk that disruption from the proposed transaction may adversely affect Parent’s and the Company’s business and their respective relationships with various stakeholders including customers, vendors banks or employees;

•

the risk that expected benefits, synergies and growth opportunities of the proposed transaction may not be achieved in a timely manner or at all, including that the proposed transaction may not be accretive within the expected timeframe or to the extent anticipated;

•

legislative, regulatory and economic developments, including changing business conditions in the industries in which Parent and the Company operate, including the semiconductor industry, and overall economy as well as the financial performance and expectations of Parent’s and the Company’s existing and prospective customers.

•

the ability to successfully integrate the Company’s business with Parent following the closing; and

•

other risks described in Parent’s and the Company’s reports filed from time to time with the SEC.

For a further discussion of these and other risks, contingencies and uncertainties that may impact Parent, the Company or the combined company, and that the Company shareholders should consider prior to

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deciding whether to vote “FOR” the adoption of the Merger Agreement, see the section entitled “Risk Factors” and in the Company’s and Parent’s other filings with the SEC incorporated by reference into this proxy statement/prospectus.

Due to these risks, contingencies and other uncertainties, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus as to the forward-looking statements contained in this proxy statement/prospectus, and as of the date of any document incorporated by reference into this proxy statement/prospectus as to any forward-looking statement incorporated by reference herein. Except as provided by federal securities laws, neither Parent nor the Company is required to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written or oral forward-looking statements attributable to Parent or the Company or any person acting on its or their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Parent and the Company do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events, except as may be required under applicable federal securities laws.

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RISK FACTORS

In addition to the other information included in this proxy statement/prospectus, including the matters addressed under the caption titled “Cautionary Note Regarding Forward-Looking Statements”, you should consider carefully the following risk factors in determining how to vote at the extraordinary general meeting. In addition, you should read and consider the risks associated with each of the businesses of the Company and Parent because these risks will relate to the Surviving Company in the Merger and Parent Shares payable as Merger Consideration in connection with the Merger. The following is not intended to be an exhaustive list of the risks related to the Merger and you should read and consider the risk factors described under Part I, Item 3.D, “Key Information — Risk Factors” of the Company’s Annual Report on Form 20-F for the year ended December 31, 2021, filed with the SEC on April 25, 2022, and Item 1A. “Risk Factors” in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 2, 2022, and in subsequent Quarterly Reports on Form 10-Q filed by Parent, each of which has been incorporated by reference into this proxy statement/prospectus.

The Merger may not be completed, due to the failure of the parties to achieve the closing conditions or otherwise; such a failure could negatively impact Parent and the Company and their respective share prices, financial conditions, results of operations or prospects.

•

the approval of the Merger Agreement, the Merger and the consummation of the Transactions by not less than two-thirds (2/3) of the votes cast by the Company shareholders present and voting at the extraordinary general meeting;

•

approval by Nasdaq of the listing of the Parent Shares to be issued in the Merger and a declaration of effectiveness by the SEC of the Registration Statement on Form S-4, of which this proxy statement/prospectus forms a part, filed by Parent in relation to such issuance;

•

the absence of certain orders that restrain, enjoin or prohibit the consummation of the Merger;

•

the expiration or termination of the applicable HSR waiting period and the receipt of clearance from the People’s Republic of China’s State Administration for Market Regulation (“SAMR”);

•

subject to specified exceptions and qualifications for de minimis inaccuracies, materiality and material adverse effect, the accuracy of the representations and warranties with respect to the Company, Parent and Merger Sub, except to the extent any such inaccuracy would not reasonably be expected to have a material adverse effect on the Company or Parent;

•

compliance in all material respects by the Company, Parent and Merger Sub with their respective covenants and agreements contained in the Merger Agreement; and

•

the absence of a continuing material adverse effect on the Company since the date of the Merger Agreement.

No assurance can be given that each of the conditions will be satisfied. In addition, the Merger Agreement may be terminated under the circumstances described in the section entitled “The Merger Agreement — Termination of the Merger Agreement.” If the conditions are not satisfied or waived in a timely manner and the Merger is delayed, payment of the Merger Consideration will also be delayed.

If the Merger is not completed (including in the case the Merger Agreement is terminated), the Company’s ongoing business may be adversely affected. Under such a scenario, the Company’s directors, senior management and other employees will have expended extensive time and effort and will have experienced significant distractions from their work, and the Company will have incurred significant transaction costs, during the pendency of a failed transaction. In addition, the Company’s continuing business relationships with business partners and employees, and the market’s perceptions of the Company’s prospects, could be adversely affected, which could have a material adverse impact on the trading price of the ADSs.

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The Company also could be subject to litigation related to any failure to complete the Merger. If these risks materialize, the Company’s financial condition, results of operations or prospects could be materially adversely affected.

The exchange ratios are fixed and will not be adjusted to reflect any change in the market prices of either the ADSs or the Parent Shares prior to the Closing.

Upon completion of the Merger, each Company Share issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, Dissenting Shares and Company Shares represented by each ADS) will be cancelled in exchange for the right to receive, without interest and net of any applicable withholding taxes, (i) $23.385 in cash and (ii) 0.097 Parent Shares (and, if applicable, cash in lieu of fractional shares). Upon completion of the Merger, each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing Excluded Shares) will be cancelled in exchange for the right to receive, without interest and net of any applicable withholding taxes, (i) $93.54 in cash and (ii) 0.388 Parent Shares (and, if applicable, cash in lieu of fractional shares).

The exchange ratios applicable to Company Shares and ADSs were fixed in the Merger Agreement and will not be adjusted for changes in the market price of either the ADSs or the Parent Shares. It is impossible to accurately predict the market price of Parent Shares at the completion of the Merger and, therefore, impossible to accurately predict the market price of Parent Shares that Company securityholders will receive in the Merger. The market price for Parent Shares may fluctuate both prior to the completion of the Merger and thereafter for a variety of reasons, including, among others, general market and economic conditions, the demand for Parent’s or the Company’s products and services, changes in laws and regulations, other changes in Parent’s and the Company’s respective businesses, operations, prospects and financial results of operations, market assessments of the likelihood that the Merger will be completed, and the expected timing of the Merger. Many of these factors are beyond Parent’s and the Company’s control. As a result, the market value represented by the exchange ratios applicable to the Company Shares and ADSs will also vary. Parent cannot assure you that, following the Merger, the market price of the combined companies’ ordinary shares or common stock will equal or exceed what the combined market price of Parent Shares and Company Shares and ADSs would have been in the absence of the Merger. It is possible that after the Merger, the equity value of the combined company will be less than the combined equity value of Parent and the Company before the Merger.

Neither Parent nor the Company is permitted to terminate the Merger Agreement solely because of changes in the market prices of Parent Shares or the ADSs. In addition, the market value of Parent Shares (based on the trading price of Parent Shares) may vary significantly from the date of the extraordinary general meeting to the date of the completion of the Merger. Holders of Company Shares and ADSs are advised to obtain current market quotations for Parent Shares and the ADSs in deciding whether to vote to approve the Merger Proposal. There is no assurance that the Merger will be completed, that there will not be a delay in the completion of the Merger, or that all or any of the anticipated benefits of the Merger will be obtained.

Some of the Company’s directors and officers have interests that may be different from, or in addition to, the interests of Company securityholders.

Certain of the Company’s officers and directors may have interests in the Transactions that may be different from, or in addition to, those of the other Company securityholders, which interests are described in the section entitled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.” These interests include, among other things, the rights to accelerated vesting of equity awards, the indemnification and insurance and certain payments and benefits provisions contained in or permitted by the Merger Agreement.

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The fact that there is a Merger pending could materially harm the businesses and results of operations of the Company or Parent.

While the Merger is pending, the Company and Parent are subject to a number of risks that may harm either business and results of operations, including:

•

the diversion of management and employee attention from implementing growth strategies in existing markets or in new markets that the Company or Parent are targeting;

•

potential diversion of public attention from positioning of the Company or Parent’s independent brand and products in a manner that appeals to customers;

•

the fact that the Company and Parent have and will continue to incur expenses related to the Merger prior to its closing;

•

the potential inability to respond effectively to competitive pressures, industry developments and future opportunities, in particular, given the restrictions on the conduct of the Company’s or Parent’s business during the interim period between signing and closing due to the pre-closing covenants in the Merger Agreement;

•

the Company or Parent could be subject to costly litigation associated with the Merger; and

•

current and prospective employees may be uncertain about their future roles and relationships with the Company or Parent following completion of the Merger, which may adversely affect ability of the Company or Parent to attract and retain key personnel.

The COVID-19 pandemic may delay or prevent the completion of the Merger.

Given the ongoing and dynamic nature of the COVID-19 crisis, it is difficult to predict the impact of that crisis on the businesses of the Company and Parent, and there is no guarantee that efforts by the Company or Parent to address the adverse impact of the COVID-19 pandemic will be effective. The Merger may also be delayed or adversely affected by the COVID-19 pandemic, or become more costly due to the Company’s or Parent’s respective policies or government policies and actions to protect the health and safety of individuals, or government policies or actions to maintain the functioning of national or global economies and markets could delay or prevent the completion of the Merger. The Company or Parent may also incur additional costs to remedy damages caused by such disruptions, which could adversely affect its financial condition or results of operations.

The Company’s obligation to pay a termination fee under certain circumstances and the restrictions on its ability to solicit or engage in negotiations with respect to other potential acquisition proposals may discourage other potential transactions that may be favorable to Company securityholders.

Until the Merger is completed or the Merger Agreement is terminated, with limited exceptions, the Merger Agreement prohibits the Company from soliciting, encouraging or engaging in negotiations with respect to acquisition proposals or other business combinations. If the Company terminates the Merger Agreement in order to accept a Superior Proposal, the Company is required to pay to Parent a termination fee of $132 million. The Company is also required to pay to Parent a termination fee of $132 million under other circumstances described in the section entitled “The Merger Agreement — Termination Fees” and set forth in the Merger Agreement.

If the Merger is not consummated by the Outside Date, either the Company or Parent may, under certain circumstances, choose not to proceed with the Merger.

The Merger is subject to the satisfaction or waiver of certain closing conditions described in the section entitled “The Merger Agreement — Conditions to the Consummation of the Merger” and set forth in the Merger Agreement. The fulfillment of certain of these conditions is beyond the Company’s control, such as (1) the receipt of the Company shareholder approval of the Merger Agreement, the Merger and the consummation of the Transactions, (2) the expiration or termination of the applicable waiting period under the HSR Act, and (3) the receipt of clearance from SAMR. If the Merger has not been completed by the Outside Date, either the Company or Parent may generally terminate the Merger Agreement, notwithstanding

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the prior receipt of the approval of the Merger by the Company shareholders, except that the right to terminate the Merger Agreement would not be available to a party that is in material breach of the Merger Agreement or whose actions or omissions, which constitute a breach of the Merger Agreement, are a principal cause of, or primarily result in, the failure of the Merger to be completed on or before that date. For more information on the Outside Date, please see the section entitled “The Merger Agreement — Termination of the Merger Agreement.”

The Company securityholders or Parent’s stockholders could file lawsuits in the future challenging the Merger, which may delay or prevent the Closing, cause the Company or Parent to incur substantial defense or settlement costs, or otherwise adversely affect the Company or Parent.

As of the date of this proxy statement/prospectus, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay completion of the Merger and result in substantial costs to the Company or Parent, including any costs associated with the indemnification of directors and officers. One of the conditions to the Closing is the absence of any provision of applicable law or order by any court or governmental entity (subject to certain limited exceptions) that has the effect of restraining, enjoining or otherwise prohibiting the consummation of the Merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being completed, or from being completed within the expected timeframe. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect the Company’s or Parent’s business, financial conditions, results of operations and cash flows.

After completion of the Merger, Parent may fail to realize the anticipated benefits and cost savings of the Merger, which could adversely affect the value of the Parent Shares.

The success of the Merger will depend, in part, on Parent’s ability to realize the anticipated benefits and cost savings from combining the businesses of the Company and Parent. The ability of Parent to realize these anticipated benefits and cost savings is subject to certain risks including:

•

Parent’s ability to successfully combine the businesses of the Company and Parent, including with respect to systems and technology integration;

•

whether the combined businesses will perform as expected;

•

the possibility that Parent paid more for the Company than the value it will derive from the acquisition;

•

the assumption of known and unknown liabilities of the Company.

If Parent is not able to successfully combine the businesses of the Company and Parent within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the Merger may not be realized fully or at all or may take longer to realize than expected, the combined businesses may not perform as expected and the value of the Parent Shares may be adversely affected.

The Company and Parent have operated and, until completion of the Merger, will continue to operate, independently, and there can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key employees of Company and Parent, the disruption of either company’s, or both companies’ ongoing businesses or unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, issues that must be addressed in integrating the operations of the Company and Parent in order to realize the anticipated benefits of the Merger so the combined business performs as expected include, among other things:

•

integrating the companies’ technologies, products and services;

•

identifying and eliminating redundant and underperforming operations and assets;

•

harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;

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•

addressing possible differences in business backgrounds, corporate cultures and management philosophies;

•

consolidating the companies’ corporate, administrative and information technology infrastructure;

•

coordinating sales, distribution and marketing efforts;

•

maintaining existing agreements with customers and suppliers and avoiding delays in entering into new agreements with prospective customers and suppliers; and

•

coordinating geographically dispersed organizations.

In addition, at times, the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the Merger and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt either company’s or both companies’ ongoing business and the business of the combined company.

The Merger may not be accretive and may cause dilution to Parent’s earnings per share, which may harm the market price of the Parent Shares following the Merger.

There can be no assurance with respect to the timing and scope of the accretive effect of the Merger on Parent’s future earnings per share or whether it will be accretive at all. Parent following the Merger could encounter additional transaction and integration-related costs or other factors such as the failure to realize all of the benefits anticipated in the Merger or a downturn in its business. All of these factors could cause dilution to Parent’s earnings per share following the Merger or decrease the expected accretive effect of the Merger and cause a decrease in the price of the Parent Shares following the Merger.

The Parent Shares to be received by Company securityholders upon completion of the Merger will have different rights from Company Shares and the ADSs.

Upon completion of the Merger, Company securityholders will no longer be securityholders of the Company but will instead become stockholders of Parent, and their rights as stockholders will be governed by the terms of the Parent Shares and Parent’s certificate of incorporation and bylaws. The terms of Parent’s certificate of incorporation and bylaws are in some respects materially different than the terms of the Company’s articles of association, which currently govern the rights of the Company shareholders. For additional information see the section entitled “The Merger — Comparison of Shareholders’ and Stockholders’ Rights”.

After paying the Merger Consideration to the former Company securityholders upon the closing, Parent will have a substantially lower balance of total current assets and will have increased borrowings under its credit agreement.

At March 31, 2022, Parent’s balance of total current assets was approximately $454.6 million. Parent plans to finance the cash portion of the purchase price of the Merger with approximately $3.5 billion of cash on hand and new debt. For additional information see the section entitled “The Merger — Financing of the Merger.”

Following the Merger, Parent will incur significant transaction and integration related costs in connection with the Merger.

Parent expects to incur costs associated with integrating the operations of the Company following the Closing. The amount of these costs could be material to the financial position and results of operations of Parent following the Merger. A substantial amount of such expenses will be comprised of transaction costs related to the Merger, facilities and systems consolidation costs, and employee-related costs. Parent will also incur fees and costs related to formulating integration plans and performing integration activities. Additional unanticipated costs may be incurred in the integration of the two companies’ businesses. The elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not offset incremental transaction and other integration related costs in the near term.

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Counterparties of the Company may acquire certain rights upon the Merger, which could negatively affect Parent following the Merger.

The Company is party to numerous contracts, agreements, licenses, permits, authorizations and other arrangements that contain provisions giving counterparties certain rights (including, in some cases, termination rights) in the event of an “assignment” of such agreement or a “change in control” of the Company or its subsidiaries. The definitions of “assignment” and “change in control” vary from contract to contract and, in some cases, the “assignment” or “change in control” provisions may be implicated by the Merger. If an “assignment” or “change in control” occurs, a counterparty may be permitted to terminate its contract with the Company.

Whether a counterparty would have cancellation rights in connection with the Merger depends upon the language and governing law of its agreement with the Company. Whether a counterparty exercises any cancellation rights it has would depend on, among other factors, such counterparty’s views with respect to the financial strength and business reputation of Parent following the Merger and prevailing market conditions. The Company cannot presently predict the effects, if any, if the Merger is deemed to constitute a change in control under certain of its contracts and other arrangements, including the extent to which cancellation rights would be exercised, if at all, or the effect on Parent’s financial condition, results of operations or cash flows following the Merger, but such effect could be material.

Following the Merger, Parent will have a more complex organizational structure, which could result in unfavorable tax or other consequences and could have an adverse effect on its net income and financial condition.

Following the Merger, Parent will operate additional legal entities in many countries around the world where it will conduct engineering, corporate, design and sales operations. In some countries, it will maintain multiple entities for tax or other purposes. Changes in tax laws, regulations, and related interpretations in the countries in which it operates may adversely affect its results of operations. Following the Merger, Parent will have additional entities globally and may have unsettled intercompany balances between some of these entities that could result, if changes in law, regulations or related interpretations occur, in adverse tax or other consequences affecting its capital structure, intercompany interest rates and legal structure.

After completion of the Merger, Parent will be exposed to risks associated with doing business in Taiwan because of tense regional geopolitical risk with China.

Most of the Company’s business operations are in Taiwan, a self-governing democracy, with a unique international political status, that is claimed by China and receives security from the United States under the Taiwan Relations Act. China asserts that Taiwan is part of China, seeks the unification of Taiwan and has not ruled out the use of force to achieve this. China is also increasingly assertive in the region and claims sovereignty over much of the South China Sea south of Taiwan and has unilaterally established an Air Defense Identification Zone (the “ADIZ”), in the East China Sea north of Taiwan. The United States does not recognize China’s ADIZ and conducts regular freedom of navigation operations in the areas of the South China Sea claimed by China. In 2016, China dismissed the United Nation’s Permanent Court of Arbitration ruling against it in its claims to the South China Sea. Tensions between Taiwan and China and between the United States and China have increased in recent years.

A majority of the Company’s employees and a significant portion of its research and development and corporate functions are based in Taiwan. The Company also operates a research and development center in Shanghai, and China is one of the largest markets for its products. In addition, all of the Company’s foundries and assembly and testing subcontractors are located in either Taiwan or China. Accordingly, the Company’s business and results of operations and the market price of Parent Shares may be affected by any deterioration in the relationship between Taiwan and China. Although there are significant economic ties between Taiwan and China, in recent years China has taken a more aggressive posture towards Taiwan, including the suspension of cross-straits communications channels in 1996, regular intrusion by Chinese military aircraft into Taiwan airspace, the sailing of naval ships around Taiwan waters, the conduct of military exercises close to Taiwan, and exclusion of Taiwan from international organizations such as the World Health Organization.

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Furthermore, the Company’s principal executive offices are in Hong Kong. Recent pro-democracy protests and COVID-19 containment activities have affected the Company’s Hong Kong operations and China’s new national security law for Hong Kong has reduced its autonomy and could lead to further repercussions from the United States, Taiwan and other countries that more adversely affect the Company’s operating arrangements, whether commercial or regulatory in nature.

Past and recent developments in relations between Taiwan and China have on occasion depressed the market prices of the securities of Taiwanese companies or companies with significant business activities in Taiwan. Parent cannot assure you that any contentious situation between Taiwan and China will always resolve in maintaining the current status quo or remain peaceful. Relations between Taiwan and China, potential confrontations between the United States and China and other factors affecting military, political, social or economic conditions in Taiwan and Hong Kong could have a material adverse effect on the Company’s financial condition and results of operations, as well as the market price and the liquidity of the ADSs.

The Company’s forecasted financial information is inherently subject to uncertainties.

While presented with numeric specificity, the Company’s forecasted financial information provided in this proxy statement/prospectus was prepared based on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition and general business, economic, market and financial conditions and additional matters specific to the Company’s business) that are inherently subjective and uncertain and are largely beyond the control of the respective management of each. As a result, actual results may differ from the prospective financial information. Important factors that may affect actual results and cause these projected financial forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the Company’s business, as applicable (including the Company’s ability to achieve strategic goals, objectives and targets over applicable periods) and general industry, business, competitive, technological and economic conditions. For more information see the section entitled “The Merger — Company Financial Projections”.

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THE EXTRAORDINARY GENERAL MEETING

The enclosed proxy is solicited on behalf of the Company Board for use at the extraordinary general meeting.

Date, Time and Place

The Company will hold the extraordinary general meeting on [•], [•], 2022, at [•] [a.m. / p.m.] (Taiwan time) ([•] [a.m. / p.m.] Eastern time), at 2F, No.26, Taiyuan Street, Zhubei City, Hsinchu County 302, Taiwan, unless it is adjourned.

Purpose of the Extraordinary General Meeting

At the extraordinary general meeting, the Company will ask the Company shareholders to vote on:

(1)

the Merger Proposal; and

(2)

the Adjournment Proposal.

Company Board Recommendation

The Company Board, after considering various factors described under the caption “The Merger — Reasons for the Merger and Recommendation of the Company Board,” has unanimously (i) determined that the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and the Company shareholders; (ii) approved, adopted and declared advisable the Merger Agreement and the Transactions, including the Merger; (iii) directed that the Merger Agreement be submitted to the Company shareholders for its adoption; and (iv) resolved to recommend that the Company shareholders adopt the Merger Agreement. Accordingly, the Company Board unanimously recommends that you vote (1) “FOR” the Merger Proposal; and (2) “FOR” the Adjournment Proposal.

Record Date; Shares Entitled to Vote; Quorum

Only registered Company shareholders as of the Share Record Date or their proxies are entitled to attend and vote at the extraordinary general meeting or any adjournment thereof. A list of Company shareholders entitled to vote at the extraordinary general meeting will be available at the Company’s principal executive offices, located at Flat C, 19/F, Wing Cheong Commercial Building, Nos 19-25 Jervois Street, Hong Kong, during regular business hours for a period of no less than 10 days before the extraordinary general meeting and at the place of the extraordinary general meeting during the extraordinary general meeting.

If you own ADSs as of the close of business in New York City on the ADS Record Date (and do not surrender such ADSs and become a registered holder of the Company Shares underlying such ADSs, as explained below), you cannot vote directly (whether in person or by proxy) nor are you able to attend the extraordinary general meeting, but you may instruct the ADS Depositary (as the holder of the Company Shares underlying your ADSs) how to vote the Company Shares underlying your ADSs. The ADS Depositary must receive your instructions by [•] a.m. (Eastern time) on [•], 2022 in order to ensure the Company Shares underlying your ADSs are properly voted at the extraordinary general meeting.

As of June 14, 2022, there were 132,182,440 Company Shares outstanding (including Company Shares represented by ADSs).

The presence at the extraordinary general meeting of two or more registered Company shareholders entitled to vote in person or by proxy or (in the case of a Company shareholder being a corporation) by its duly authorized representative representing not less than one-third in nominal value of the total issued voting shares of the Company throughout the extraordinary general meeting will constitute a quorum for the transaction of business at the extraordinary general meeting in accordance with the articles of association of the Company.

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Vote Required; Abstentions and Broker Non-Votes

Approval of the Merger Proposal by the Company shareholders is a condition to the Closing. The affirmative vote of the Company shareholders representing not less than two-thirds of the votes cast by such Company shareholders as, being entitled so to do, vote in person or by proxy, or in the case of such Company shareholders as are corporations, by their respective duly authorized representative at the extraordinary general meeting (or any adjournment thereof) is required to approve the Merger Proposal.

You may vote either “FOR” or “AGAINST” the Merger Proposal, or you may abstain.

The approval of the Adjournment Proposal requires a simple majority of the votes cast by such Company shareholders as, being entitled so to do, vote in person or by proxy, or in the case of such Company shareholders as are corporations, by their respective duly authorized representative at the extraordinary general meeting (or any adjournment thereof).

For the Adjournment Proposal, you may vote either “FOR” or “AGAINST” such proposal, or you may abstain.

Abstentions and broker non-votes with regard to the proposals will be treated as neither a vote “FOR” or “AGAINST” such proposal.

Shares Held by the Company’s Directors and Executive Officers

Voting of Proxies

Company Shares

If you are a registered holder of Company Shares, you may attend and vote either in person at the extraordinary general meeting or you may appoint another person as your proxy to attend and vote at the extraordinary general meeting in your stead by returning a duly completed, signed and dated proxy card in accordance with the instructions printed thereon. You should sign your name exactly as it appears on the enclosed proxy card. If you are signing in a representative capacity (for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), please indicate your name and title or capacity. In order to be valid, the duly completed, signed and dated proxy card must be received by the Company’s coordinator at 6F., No.27, Sec. 1, Anhe Rd., Da-an District, Taipei City 106646, Taiwan by [•] [a.m. / p.m.] (Taiwan time) on [•], 2022. Completion and return of the proxy card will not preclude a registered Company shareholder from attending and voting at the extraordinary general meeting in person, and in such event, the proxy shall be revoked by operation of law.

If you are a beneficial owner, you have the right to direct your brokerage bank or other securities intermediary or nominee on how to vote your Company Shares, and the brokerage firm, bank or other securities intermediary or nominee is required to vote your Company Shares in accordance with your instructions. To provide instructions to your brokerage firm, bank or other securities intermediary or nominee by mail, please complete, date, sign and return your proxy card or voting instruction form in the pre-addressed envelope provided by your brokerage firm, bank or other securities intermediary or nominee.

Voting instructions are included on your proxy card. All Company Shares represented by properly signed and dated proxies received by the Company’s coordinator at 6F., No.27, Sec. 1, Anhe Rd., Da-an District, Taipei City 106646, Taiwan by [•] [a.m. / p.m.] (Taiwan time) on [•], 2022 will be voted at the extraordinary general meeting in accordance with the instructions of the Company shareholder. Properly signed and dated proxies received by the Company’s coordinator by [•] [a.m. / p.m.] (Taiwan time) on [•], 2022 that do not contain voting instructions will be voted (1) “FOR” the Merger Proposal; and (2) “FOR” the Adjournment Proposal, as recommended by the Company Board, unless you appoint a person other than the

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chairman of the extraordinary general meeting as proxy, in which case the Company Shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

ADSs

Holders of ADSs as of the close of business in New York City on the ADS Record Date will receive the final proxy statement/prospectus, the Depositary Notice and an ADS voting instruction card either directly from the ADS Depositary (in the case of registered holders of ADSs) or these materials will be forwarded to them by a third party service provider (in the case of beneficial owners of ADSs who are not registered holders of ADSs). Holders of ADSs as of the close of business on [•], 2022 (Eastern time) (who do not surrender such ADSs and become a registered holder of the Company Shares underlying such ADSs prior to close of business in New York City on the Share Record Date, as explained in the following paragraph) cannot attend or vote at the extraordinary general meeting directly, but may instruct the ADS Depositary how to vote the Company Shares underlying the ADSs by delivering a voting instruction to the ADS Depositary. The ADS Depositary must receive the ADS voting instruction card no later than [•] [a.m. / p.m.] (Eastern time) on [•], 2022. The ADS Depositary will endeavor, in so far as practicable, to vote or cause to be voted the Company Shares represented by ADSs in accordance with your voting instructions. Pursuant to Section 4.07 of the Deposit Agreement, the ADS Depositary will not itself exercise any voting discretion in respect of any Company Shares represented by ADSs and it will not vote or attempt to exercise the right to vote any Company Shares represented by ADSs other than in accordance with voting instructions timely received (or deemed received) from the relevant ADS holder except as discussed below. Accordingly, ADS holders as of the ADS Record Date whose voting instructions are timely received but fail to specify the manner in which the ADS Depositary is to vote will be deemed to have instructed the ADS Depositary to vote in favor of the items set forth in such voting instruction. In addition, if the ADS Depositary does not receive timely voting instructions from an ADS holder as of the ADS Record Date on or before the ADS voting instruction deadline, such ADS holder shall be deemed, and the ADS Depositary shall deem such ADS holder, to have instructed the ADS Depositary to give a discretionary proxy to a person designated by the Company to vote the Company Shares, in each case upon the terms of the Deposit Agreement; provided, however, that no such discretionary proxy shall be given by the ADS Depositary with respect to any matter to be voted upon at the extraordinary general meeting as to which the Company informs the ADS Depositary that (a) it does not wish such proxy to be given, (b) that substantial opposition exists to the matter to be voted on at the extraordinary general meeting or (c) that the rights of holders of Company Shares may be materially adversely affected as to such matter.

Holders of ADSs will not be able to attend the extraordinary general meeting directly (whether in person or by proxy) unless they surrender their ADSs to the ADS Depositary for cancellation and delivery of Company Shares and become registered holders of Company Shares in the Company’s register of members prior to the close of business in New York City on the Share Record Date. ADS holders who wish to attend and vote at the extraordinary general meeting need to make arrangements, either themselves if they are registered holders of ADSs or with their bank, broker or other securities intermediary or nominee to deliver the ADSs to the ADS Depositary for cancellation before the close of business in New York City on [•], 2022 together with (a) delivery instructions for the corresponding Company Shares represented by such ADSs (including, if applicable, the name and address of person who will be the registered holder of such Company Shares), (b) payment of the ADS Depositary’s fees ($[ ] per ADS), which will not be borne by the Company, and any applicable taxes, and (c) a certification that the ADS holder either (i) beneficially owned the relevant ADSs as of the ADS Record Date and has not given, and will not give, voting instructions to the ADS Depositary as to the ADSs being cancelled (or has cancelled all voting instructions previously given), or has given voting instructions to the ADS Depositary as to the ADSs being surrendered but undertakes not to vote the corresponding Company Shares at the extraordinary general meeting or (ii) did not beneficially own the ADSs as of the ADS Record Date and undertakes not to vote the corresponding Company Shares at the extraordinary general meeting. If you hold your ADSs through a broker, bank or other securities intermediary or nominee, please promptly contact your broker, bank or other securities intermediary or nominee to find out what actions you need to take to instruct the broker, bank or other securities intermediary or nominee to cancel the ADSs on your behalf. Upon conversion of the ADSs, the ADS Depositary will direct Hongkong and Shanghai Banking Corporation Limited, the custodian holding the Company Shares, to deliver, or cause the delivery of, the Company Shares represented by the ADSs so cancelled to or upon the written order of the person(s) designated in the order delivered to the ADS Depositary

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for such purpose. If you hold ADSs through a broker, bank or other securities intermediary or nominee, you should contact that broker, bank, intermediary or nominee to determine the date by which you must instruct them to act in order that the necessary processing can be completed. If after the registration of Company Shares in your name you wish to receive a certificate evidencing the Company Shares registered in your name, you will need to request the Cayman Islands share registrar services provider, Suntera (Cayman) Limited, to issue and mail a certificate to your attention. If the Merger is not consummated, the Company will continue to be a public company in the United States and the ADSs will continue to be listed on Nasdaq. Company Shares are not listed and cannot be traded on any stock exchange other than Nasdaq, and in such case only in the form of ADSs. As a result, if you have surrendered your ADSs for cancellation and became a registered holder of Company Shares in order to attend the extraordinary general meeting and the Merger is not consummated and you wish to be able to sell your Company Shares on a stock exchange, you will need to deposit your Company Shares with the ADS Custodian for the issuance of the corresponding number of ADSs, subject to the terms and conditions of applicable law and the Deposit Agreement, including, among other things, payment of relevant fees of the ADS Depositary for the issuance of ADSs ($[ ] for each ADS issued) and applicable share transfer taxes (if any) and related charges pursuant to the Deposit Agreement.

Persons holding ADSs in a brokerage, bank or other securities intermediary or nominee account should consult with their broker, bank or other securities intermediary or nominee to obtain directions on how to provide such broker, bank or other securities intermediary or nominee with instructions on how to vote their ADSs.

Revocability of Proxies

You may change your vote or revoke your proxy prior to the vote at the extraordinary general meeting.

If you are a registered holder of Company Shares, you may change your vote or revoke your proxy by (1) duly completing and signing another proxy card bearing a later date and returning it to the Company’s coordinator at 6F., No.27, Sec. 1, Anhe Rd., Da-an District, Taipei City 106646, Taiwan by [•] [a.m. / p.m.] (Taiwan time) on [•], 2022; (2) delivering a written notice of revocation to the Company’s coordinator at 6F., No.27, Sec. 1, Anhe Rd., Da-an District, Taipei City 106646, Taiwan at least two hours before the commencement of the extraordinary general meeting or the taking of the poll; or (3) attending the extraordinary general meeting and voting in person at the extraordinary general meeting.

If you wish to change your vote or revoke your proxy you should contact the Company’s Proxy Solicitor at the address set forth below and request a new proxy card or voting instruction form.

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers may call: (212) 269-5550
Company securityholders may call toll free: (800) 431-9629
Email: SIMO@dfking.com

If you hold your Company Shares in “street name” through a bank, broker or other securities intermediary or nominee on Nasdaq, you should contact your bank, broker or other securities intermediary or nominee for instructions regarding how to change your voting instructions. You may also vote in person at the extraordinary general meeting if you obtain a “legal proxy” from your bank, broker or other securities intermediary or nominee.

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to the ADS Depositary, you must follow the directions of your broker, bank or other securities intermediary or nominee to change those instructions.

Rights of Company Securityholders Who Object to the Merger

Registered Company shareholders who dissent from the Merger in accordance with the requirements of the CICA will have the right to receive payment of the fair value of their Company Shares as determined in accordance with section 238 of the CICA if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of section 238 of the CICA. A copy of section 238 of the CICA is attached as Annex B to this proxy statement/prospectus,. The fair value of their Company Shares as determined under the CICA could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters’ rights with respect to their Company Shares. This proxy statement/prospectus is not to be construed or taken as legal advice on Cayman Islands law. Registered Company shareholders who wish to exercise any rights under section 238 of the CICA or otherwise must obtain their own copy of the complete CICA and seek legal advice from a law firm authorized to practice Cayman Islands law without delay.

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RELEVANT ADSS AS OF THE ADS RECORD DATE AND HAVE NOT GIVEN, AND WILL NOT GIVE, VOTING INSTRUCTIONS AS TO THEIR ADSS BEING CANCELLED (OR HAVE CANCELLED ALL VOTING INSTRUCTIONS PREVIOUSLY GIVEN) OR HAVE GIVEN VOTING INSTRUCTIONS TO THE ADS DEPOSITARY AS TO THE ADSS BEING CANCELLED BUT UNDERTAKE NOT TO VOTE THE COMPANY SHARES REPRESENTED BY THE ADSS SO CANCELED AT THE EXTRAORDINARY GENERAL MEETING, OR (II) DID NOT BENEFICIALLY OWN THE RELEVANT ADSS AS OF THE ADS RECORD DATE AND UNDERTAKE NOT TO VOTE THE COMPANY SHARES REPRESENTED BY THE ADSS SO CANCELED BEFORE, AND BECOME REGISTERED HOLDERS OF COMPANY SHARES BEFORE THE VOTE TO AUTHORIZE AND APPROVE THE MERGER IS TAKEN AT THE EXTRAORDINARY GENERAL MEETING. THEREAFTER, SUCH FORMER ADS HOLDERS MUST COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENTERS’ RIGHTS WITH RESPECT TO THE COMPANY SHARES UNDER SECTION 238 OF THE CICA. FOR THE AVOIDANCE OF DOUBT, ANY ADS HOLDERS WHO CANCEL THEIR ADSS FOR DELIVERY OF COMPANY SHARES AFTER THE SHARE RECORD DATE WILL NOT BE ENTITLED TO ATTEND OR TO VOTE AT THE EXTRAORDINARY GENERAL MEETING, BUT WILL BE ENTITLED TO EXERCISE DISSENTERS’ RIGHTS IF THEY BECOME REGISTERED HOLDERS OF COMPANY SHARES BEFORE THE VOTE TO AUTHORIZE AND APPROVE THE MERGER IS TAKEN AT THE EXTRAORDINARY GENERAL MEETING. AFTER CANCELLING THEIR ADSS AND BECOMING REGISTERED HOLDERS OF COMPANY SHARES, SUCH FORMER ADS HOLDERS MUST COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENTERS’ RIGHTS WITH RESPECT TO THE COMPANY SHARES UNDER SECTION 238 OF THE CICA. IF THE MERGER IS NOT CONSUMMATED, THE COMPANY WILL CONTINUE TO BE A PUBLIC COMPANY IN THE UNITED STATES AND THE ADSS WILL CONTINUE TO BE LISTED ON THE NYSE. THE COMPANY’S SHARES ARE NOT LISTED AND CANNOT BE TRADED ON ANY STOCK EXCHANGE OTHER THAN THE NYSE, AND IN SUCH CASE ONLY IN THE FORM OF ADSS. AS A RESULT, IF A FORMER ADS HOLDER HAS SURRENDERED HIS, HER OR ITS ADSS FOR CANCELLATION AND BECAME A REGISTERED HOLDER OF COMPANY SHARES IN ORDER TO EXERCISE DISSENTERS’ RIGHTS AND THE MERGER IS NOT CONSUMMATED AND SUCH FORMER ADS HOLDER WISHES TO BE ABLE TO SELL HIS, HER OR ITS COMPANY SHARES ON A STOCK EXCHANGE, SUCH FORMER ADS HOLDER WILL NEED TO DEPOSIT HIS, HER OR ITS COMPANY SHARES WITH THE ADS CUSTODIAN FOR THE ISSUANCE OF THE CORRESPONDING NUMBER OF ADSS, SUBJECT TO THE TERMS AND CONDITIONS OF APPLICABLE LAW AND THE DEPOSIT AGREEMENT, INCLUDING, AMONG OTHER THINGS, PAYMENT OF RELEVANT FEES OF THE ADS DEPOSITARY FOR THE ISSUANCE OF ADSS ($[ ] PER ADS ISSUED) AND APPLICABLE SHARE TRANSFER TAXES (IF ANY) AND RELATED CHARGES PURSUANT TO THE DEPOSIT AGREEMENT.

Solicitation of Proxies

The expense of soliciting proxies will be borne by the Company. The Company has retained D.F. King & Co., Inc. as the Company’s Proxy Solicitor to solicit proxies in connection with the extraordinary general meeting at a cost of approximately $21,000, plus fees and expenses. The Company will also indemnify the Proxy Solicitor against losses arising out of its provision of these services on the Company’s behalf. In addition, the Company may reimburse banks, brokers and other securities intermediary or nominees representing beneficial owners of Company Shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by the Company’s directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Adjournments

The extraordinary general meeting will be adjourned if a quorum is not present. If within half an hour from the time appointed for the extraordinary general meeting a quorum is not present, the extraordinary general meeting will stand adjourned for one week, to [•], 2022 at the same time and place or to such time and place as the Company Board may determine. If a quorum is not present at the adjourned extraordinary

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general meeting, within half an hour from the time appointed for holding the extraordinary general meeting, the extraordinary general meeting shall be dissolved.

If a quorum is present, and if necessary, the Adjournment Proposal is proposed and approved by the Company shareholders at the extraordinary general meeting, the chairman of the extraordinary general meeting will adjourn the extraordinary general meeting. Any signed proxies received by the Company for which no voting instructions are provided on such matter will be voted “FOR” the Adjournment Proposal unless you appoint a person other than the chairman of the extraordinary general meeting as proxy, in which case the Company Shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

Under the terms of the Merger Agreement, the extraordinary general meeting cannot be adjourned for more than five business days at a time or ten business days in the aggregate after the date appointed for the extraordinary general meeting without the prior written consent of Parent.

At the adjourned meeting, the Company may only transact any items of business that might have been transacted at the extraordinary general meeting had the adjournment not taken place.

Questions and Additional Information

If you have any questions concerning the Merger, the extraordinary general meeting or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus or need help voting your Company Shares, please contact the Company’s Proxy Solicitor:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers may call: (212) 269-5550
Company securityholders may call toll free: (800) 431-9629
Email: SIMO@dfking.com

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PROPOSAL 1: APPROVAL OF THE MERGER AGREEMENT

We are asking you to (1) approve the acquisition of the Company by Parent, including the approval of (a) the Merger Agreement by and among Parent, Merger Sub and the Company, pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Company and becoming a wholly-owned subsidiary of Parent; (b) the Plan of Merger required to be filed with the Registrar of Companies in the Cayman Islands substantially in the form attached as Exhibit A to the Merger Agreement, (c) the Merger itself on the terms and subject to the conditions set forth in the Merger Agreement, including (y) the amendment and restatement of the existing memorandum and articles of association of the Company by replacing them in their entirety with the amended and restated memorandum and articles of association in the form attached as Appendix II to the Plan of Merger at the Effective Time, and (z) the variation of the authorized share capital of the Company from US$5,000,000 divided into 500,000,000 shares of a par value of US$0.01 each to US$50,000 divided into 5,000,000 shares of a par value of US$0.01 each at the Effective Time; and (d) all other transactions and arrangements contemplated by the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus; and (2) authorize any director of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the transactions contemplated under the Merger Agreement.

For a summary of and detailed information regarding this proposal, see the information about the Merger Proposal, the Merger Agreement and the Merger throughout this proxy statement/prospectus, including the information set forth in the sections captioned “The Merger” and “The Merger Agreement” of this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A. You are urged to read the Merger Agreement carefully in its entirety.

Approval of the Merger Proposal requires the affirmative vote of the Company shareholders representing not less than two-thirds of the votes cast by such Company shareholders as, being entitled so to do, vote in person or by proxy, or in the case of such Company shareholders as are corporations, by their respective duly authorized representative at the extraordinary meeting (or any adjournment thereof).

You may vote either “FOR” or “AGAINST” this Proposal 1, or you may abstain.

The Company Board unanimously recommends that you vote “FOR” the Merger Proposal (Proposal 1).

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PROPOSAL 2: ADJOURNMENT OF THE EXTRAORDINARY GENERAL MEETING

We are asking you to approve a proposal to instruct the chairman of the extraordinary general meeting to adjourn the extraordinary general meeting if necessary in order for the Company to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the extraordinary general meeting. If necessary and if the Company shareholders approve the Adjournment Proposal, the chairman will adjourn the extraordinary general meeting and the Company will use the additional time to solicit additional proxies, including proxies from Company shareholders that have previously returned properly executed proxies voting against the Merger Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if the Company had received proxies representing a sufficient number of votes against approval of the Merger Agreement such that the Merger Proposal would be defeated and a quorum is present, the Company could adjourn the extraordinary general meeting without a vote on the Merger Proposal and seek to convince the holders of those shares to change their vote to votes in favor of the Merger Proposal. Under the terms of the Merger Agreement, the extraordinary meeting cannot be adjourned for more than five business days at a time or ten business days in the aggregate after the date appointed for the extraordinary general meeting without the prior written consent of Parent.

You may vote either “FOR” or “AGAINST” this Proposal 2, or you may abstain.

The Company Board unanimously recommends that you vote “FOR” the Adjournment Proposal
(Proposal 2).

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A and incorporated into this proxy statement/prospectus by reference. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Parties Involved in the Merger

Silicon Motion Technology Corporation

The Company was incorporated in the Cayman Islands in January 2005. Its principal executive offices are located at Flat C, 19/F, Wing Cheong Commercial Building, Nos 19-25 Jervois Street, Hong Kong; and its telephone number is +852-2307-4768; and its website is www.siliconmotion.com. Information contained on the Company’s website or accessible through it (other than the documents incorporated by reference herein) does not constitute part of this proxy statement/prospectus or any other report or document on file with or furnished to the SEC. The ADSs are listed on Nasdaq under the symbol “SIMO.”

MaxLinear, Inc.

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prospectus or any other report or document on file with or furnished with the SEC. Parent Shares are listed on Nasdaq under the symbol “MXL.”

Shark Merger Sub

Merger Sub’s principal executive office is located at 5966 La Place Court, Suite 100, Carlsbad, California 92008; its telephone number is (760) 692-0711.

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with Part XVI of the CICA, if the Merger is completed, Merger Sub will merge with and into the Company, and the Company will continue as the Surviving Company and as a wholly-owned subsidiary of Parent. As a result of the Merger, the ADSs will no longer be publicly traded and will be delisted from Nasdaq. In addition, the Company Shares and ADSs will be deregistered under the Exchange Act, and the Company will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares in the Surviving Company.

The “Effective Time” will occur on the date the Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or such later date as specified in the Plan of Merger in accordance with the CICA.

Effect on the Company if the Merger is Not Completed

If the Merger Agreement is not approved by the Company shareholders or if the Merger is not completed for any other reason, the Company securityholders will not receive any payment for their Company Shares or ADSs. Instead, the Company will remain an independent public company, the ADSs will continue to be listed and traded on Nasdaq, the Company Shares and ADSs will continue to be registered under the Exchange Act and the Company will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, the Company expects that management will operate the business in a manner similar to that in which it is being operated today and that the Company securityholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which the Company operates and risks related to adverse economic or industry conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, the trading price of the ADSs and the value of the Company Shares may decline significantly. If that were to occur, it is uncertain when, if ever, the trading price of the ADSs or the value of the Company Shares would return to their respective levels as of the date of this proxy statement/prospectus.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities or the future value of your Company Shares or ADSs. If the Merger is not completed, the Company Board will continue to evaluate and review the Company’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate. If

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the Merger Agreement is not approved by Company shareholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Company Board will be offered or that the Company’s business, prospects or results of operations will not be adversely impacted.

In addition, the Company will be required to pay to Parent a termination fee of $132 million if the Merger Agreement is terminated under certain circumstances, and Parent will be required to pay to the Company a termination fee of $160 million if the Merger Agreement is terminated under certain other circumstances related to a failure to obtain regulatory approvals. For more information please see the section captioned “The Merger Agreement — Termination Fees.”

Merger Consideration

At the Effective Time, (a) each Company Share (other than Excluded Shares, Dissenting Shares and Company Shares represented by each ADS) issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive the Per Share Merger Consideration, (b) each ADS (other than ADSs representing any Excluded Shares) issued and outstanding immediately prior to the Effective Time, together with the underlying Company Shares represented by such ADS, will be cancelled in exchange for the right to receive the Per ADS Merger Consideration and (c) each Dissenting Share issued and outstanding immediately prior to the Effective Time will be cancelled and the Dissenting Shareholders will not be entitled to receive the Per Share Merger Consideration and will instead only be entitled to payment of the fair value of such Dissenting Shares determined in accordance with the provisions of the CICA. After the Merger is completed, you will have the right to receive the Per Share Merger Consideration and / or the Per ADS Merger Consideration, as applicable, but you will no longer have any rights as a Company securityholder.

If, between the date of the Merger Agreement and the Effective Time, any change in the outstanding Company Shares occurs as a result of any stock split, reverse stock split, stock dividend, recapitalization, reclassification, reorganization, subdivision, combination, exchange of shares, or other similar event, the Merger Consideration will be equitably adjusted to reflect such event and to provide Company securityholders the same economic effect as contemplated by the Merger Agreement prior to such event.

Background of the Merger

The following is a description of contacts between representatives of the Company and representatives of the other parties that were involved in the Company’s strategic alternative review process. Unless otherwise noted, the dates listed below are the dates that relevant events occurred in Taiwan.

The Company Board, together with the Company’s management, regularly reviews and assesses the Company’s performance, future growth prospects, operational, business, capacity and financial plans and overall strategic direction and considers potential opportunities to strengthen the Company’s business and enhance Company securityholder value. These reviews have included consideration of whether the continued execution of the Company’s strategy as a stand-alone company, or possible strategic opportunities, acquisitions or combinations with a third party offered the best avenue to maximize Company securityholder value.

The Parent Board, together with Parent’s management team, from time to time reviews and assesses potential corporate development opportunities and strategic alternatives to strengthen Parent’s business and enhance stockholder value, which corporate development opportunities and strategic alternatives included a potential transaction with the Company.

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On November 16, 2021 (California time), the Parent Board held a meeting, together with certain representatives of Parent’s management team and Wilson Sonsini Goodrich & Rosati, P.C. (“Wilson Sonsini”), outside legal counsel to Parent. Representatives of Parent’s management team provided an overview of potential corporate development opportunities, including a potential acquisition of the Company and certain strategic and financial considerations with respect to such a transaction. The Parent Board discussed and deliberated a potential acquisition of the Company and other strategic alternatives and directed Parent’s management team to continue to assess corporate development opportunities, including a potential acquisition of the Company.

On or about December 21, 2021 (California time), Mr. Steven Litchfield, Chief Financial Officer and Chief Corporate Strategy Officer of Parent, communicated to Mr. Riyadh Lai, the Chief Financial Officer of the Company, that Parent was interested in exploring a potential acquisition of the Company.

On January 10, 2022 (California time), Mr. Litchfield and Mr. Lai had a discussion during which Mr. Litchfield reiterated Parent’s interest in exploring a potential acquisition of the Company and Messrs. Litchfield and Lai discussed arranging a meeting between Dr. Kishore Seendripu, the Chief Executive Officer of Parent, and Mr. Wallace Kou, the President and Chief Executive Officer of the Company.

On February 9, 2022, representatives of BMO Capital Markets Corp. (“BMO”) contacted Messrs. Kou and Lai regarding Parent’s previously expressed interest in exploring a potential acquisition of the Company, and proposed a call with Dr. Seendripu and Mr. Litchfield to discuss this possibility further.

On February 10, 2022, Dr. Seendripu and Mr. Litchfield had a discussion with Mr. Kou and Mr. Lai regarding Parent’s interest in exploring a potential acquisition of the Company and Parent’s intention to send a written indication of interest to the Company, inclusive of a proposed purchase price, in the coming weeks.

Also on February 10, 2022, the Company contacted Goldman Sachs, an investment bank with which the Company has a regular dialogue on strategic matters, regarding Parent’s interest in exploring a potential acquisition of the Company and the potential engagement of Goldman Sachs as the Company’s financial advisor.

In mid-February 2022, representatives of BMO and Parent discussed Parent potentially engaging BMO as its financial advisor in connection with Parent’s potential acquisition of the Company.

On February 14, 2022, the Company Board held a meeting, together with representatives of the Company’s management team, Goldman Sachs and K&L Gates LLP (“KLG”), outside legal counsel to the Company, to discuss Parent’s expression of interest, a potential strategic alternative review process for the Company and related considerations. Representatives of Goldman Sachs outlined options at the Company Board’s disposal for conducting a review process, illustrative timelines related thereto and certain third parties in addition to Parent that may have interest in acquiring the Company. Representatives of KLG then provided an overview of legal considerations relevant to the Company Board in connection with responding to any potential unsolicited proposal. The Company Board authorized Mr. Kou and Mr. Lai to continue to engage in preliminary discussions with representatives of Parent.

On February 18, 2022, Dr. Seendripu and Messrs. Litchfield, Kou and Lai had a discussion regarding potential synergies that could result from Parent’s acquisition of the Company.

On February 23, 2022 (California time), the Parent Board held a meeting, together with certain representatives of Parent’s management team and Wilson Sonsini. Representatives of Parent’s management team provided an overview of potential corporate development opportunities and the discussions with the Company’s management team concerning a potential acquisition of the Company and the strategic rationale for pursuing such a transaction. Discussions ensued concerning the opportunities presented by a potential acquisition of the Company, as well as associated challenges and execution risks, including potential regulatory-related closing risks. Further discussion ensued concerning valuation of the Company, a proposed range of acceptable premiums over current ADS trading prices and expectations concerning equity and debt financing structures for the potential acquisition. Following such discussions, the Parent Board unanimously authorized Parent’s management team to make an initial proposal to acquire the Company on the financial terms discussed at the meeting, subject to diligence and other customary qualifications.

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On February 28, 2022, Parent sent the Company a preliminary written indication of interest with respect to a proposed acquisition of the Company in a mixed consideration transaction, with an aggregate implied value of $110.00 per ADS, in which Company securityholders would receive approximately 85% of the consideration in cash, a portion of which would be debt financed, and approximately 15% of the consideration in Parent Shares, together with a request to enter into exclusive negotiations with Parent for 30 days (the “February 28 Parent Proposal”). The closing sale price of the ADSs on Nasdaq as of February 25, 2022, the last full trading day prior to the Company’s receipt of the February 28 Parent Proposal, was $73.93.

On March 2, 2022, the Company Board held a meeting, together with certain representatives of the Company’s management team, Goldman Sachs, Latham & Watkins LLP (“Latham & Watkins”), outside legal counsel to the Company, and KLG. Representatives of Goldman Sachs described the terms of the February 28 Parent Proposal to the Company Board and discussed certain financial aspects thereof. They then led a discussion with the Company Board regarding potential further engagement with Parent to improve the February 28 Parent Proposal and the possibility of conducting a proactive market check by contacting a targeted list of third parties, including a discussion of the five third parties Goldman Sachs believed to be most likely interested in, and capable of, acquiring the Company (the “Potentially Interested Parties”). Representatives of Goldman Sachs further outlined certain process considerations related to a proactive market check, including the importance of reducing the risk of leaks of the strategic alternative review process and maintaining engagement with Parent while conducting such market check with the Potentially Interested Parties. The Company’s management team also discussed its recommendation not to include the Company’s key customers among the group of Potentially Interested Parties in order to mitigate potential disruptions to the Company’s business. Representatives of Latham & Watkins also advised the Company Board on certain process matters in relation to the Company’s receipt of the February 28 Parent Proposal and a potential review process generally. Following such discussions, the Company Board authorized the Company’s management team and outside advisors to further engage with Parent to attempt to improve the February 28 Parent Proposal, but resolved not to enter into exclusive negotiations with Parent at this time. The Company Board also agreed with the recommendation not to include the Company’s key customers among the group of Potentially Interested Parties. The Company Board further authorized representatives of Goldman Sachs, in consultation with the Company’s management team and other outside advisors, to contact the Potentially Interested Parties to assess their interest in acquiring the Company.

Later on March 2, 2022, representatives of Goldman Sachs contacted representatives of each of the Potentially Interested Parties regarding their respective interest in engaging in discussions about potentially acquiring the Company. Representatives of two of the Potentially Interested Parties, a strategic company (“Bidder A”) and a private equity sponsor (“Bidder B”), expressed interest in further engaging in the process, while the other three Potentially Interested Parties, all of which were strategic companies, ultimately declined to explore the opportunity to potentially acquire the Company.

On March 4, 2022, at the direction of the Company Board, representatives of Goldman Sachs informed representatives of BMO that the Company would not enter into exclusivity with Parent on the basis of the February 28 Parent Proposal, but that the Company was interested in continuing negotiations with Parent regarding a potential acquisition of the Company. Representatives of Goldman Sachs, at the direction of the Company Board, also informed representatives of BMO that the Company Board sought an updated improved proposal from Parent.

On March 8, 2022, at the direction of the Company and Parent, representatives of Goldman Sachs and BMO discussed certain process matters, including the negotiation of a confidentiality agreement between the Company and Parent, the Company’s upcoming management presentation to Parent and the expected timing of Parent’s submission of an updated proposal.

Also on March 8, 2022, the Company provided Parent with a draft confidentiality agreement.

On March 9, 2022, Parent provided a revised draft confidentiality agreement to the Company and Messrs. Litchfield and Lai had a call to discuss the proposed standstill provision contained therein. Mr. Lai also reiterated on the call that the Company would not enter into exclusive negotiations with Parent on the basis of the February 28 Parent Proposal.

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Also on March 9, 2022, a representative of BMO and Mr. Lai had a call to discuss Parent’s continued interest in a potential acquisition of the Company and related matters. Mr. Lai indicated that the Company had been approached by other potential bidders that seemed enthusiastic about exploring an acquisition of the Company.

On March 11, 2022, the Company Board held a meeting, together with certain representatives of the Company’s management team, Goldman Sachs, Latham & Watkins, KLG and Conyers Dill & Pearman (“Conyers”), special Cayman Islands legal counsel to the Company. Mr. Lai presented the initial draft of the Company Financial Projections, as defined under the caption “The Merger — Company Financial Projections”, to the Company Board, and outlined key assumptions related thereto. Following the Company Board’s consideration of Mr. Lai’s presentation, representatives of Latham & Watkins, Conyers and KLG then led a legal presentation regarding the Company Board’s strategic alternative review process, including discussing with the Company Board the importance of carefully considering alternatives to the February 28 Parent Proposal and mitigating any potential conflicts of interests that may arise in the course of the process. A representative of Conyers then led a discussion of the Company Board’s fiduciary duties under the laws of the Cayman Islands, including in the context of a strategic alternative review process. Representatives of Latham & Watkins also provided an update to the Company Board regarding the legal aspects of the process generally, noting that confidentiality agreements were being negotiated with Parent, Bidder A and Bidder B, and that drafts of the definitive transaction documents were being prepared to share with the parties.

On March 14, 2022, representatives of Goldman Sachs called representatives of Bidder A’s financial advisor and, separately, representatives of Bidder B, to inform each party that its initial proposal to acquire the Company was due by March 24, 2022, and that the Company’s management presentation would occur in the coming days.

Also on March 14, 2022, the Company and Bidder B executed a confidentiality agreement, negotiated by representatives of Latham & Watkins and Bidder B, which contained customary limitations regarding the use and disclosure of the Company’s confidential information and a customary standstill provision that terminated automatically upon the entry by the Company into a definitive agreement with another bidder. The confidentiality agreement did not include an exclusivity undertaking by the Company.

On March 16, 2022, the Company and Bidder A executed a confidentiality agreement, negotiated by representatives of Latham & Watkins and Bidder A, which contained customary limitations regarding the use and disclosure of the Company’s confidential information and a customary standstill provision that terminated automatically upon the entry by the Company into a definitive agreement with another bidder. The confidentiality agreement did not include an exclusivity undertaking by the Company.

On March 17, 2022, the Company and Parent executed a mutual confidentiality agreement, negotiated by representatives of Latham & Watkins and Wilson Sonsini, which contained customary limitations regarding the use and disclosure of the Company’s and Parent’s confidential information and a customary mutual standstill provision that terminated automatically upon either party’s entry into a definitive agreement with another party. The confidentiality agreement did not include an exclusivity undertaking by the Company.

Also on March 17, 2022, representatives of Goldman Sachs delivered process letters to the financial advisor of Bidder A and representatives of Bidder B that outlined the required contents of each party’s initial proposal, including, among other items, the proposed purchase price and form of consideration, sources of financing, transaction structure, required confirmatory due diligence and any material conditions or contingencies to the consummation of a transaction.

Between March 17, 2022 and March 21, 2022, representatives of the Company’s management team, together with representatives of Goldman Sachs, provided separate management presentations via videoconference to Parent, Bidder A and Bidder B and certain of their respective representatives, during which the Company’s market strategy and product development, as well as certain other operational and financial matters, were discussed. During the same period, at the direction of the Company, representatives of Goldman Sachs advised representatives of BMO that Parent should submit an improved proposal in the coming days.

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On March 22, 2022, Mr. Kou, Mr. Lai and Mr. Nelson Duann, the Company’s Senior Vice President of Marketing and R&D, had an in-person meeting with certain members of Bidder A’s management team to discuss potential synergies that could result from Bidder A’s acquisition of the Company.

On March 24, 2022, Bidder A sent the Company a preliminary indication of interest letter following the parameters set forth in the process letter previously shared by Goldman Sachs, in which Bidder A proposed an acquisition of the Company in an all-cash transaction at a purchase price of $95.00 per ADS, funded with cash on hand (the “March 24 Bidder A Proposal”).

Also on March 24, 2022, Bidder B sent the Company a preliminary indication of interest letter following the parameters set forth in the process letter previously shared by Goldman Sachs, in which Bidder B proposed an acquisition of the Company in an all-cash transaction at a purchase price of $96.00 per ADS, funded with a combination of debt financing and equity commitments available to Bidder B, together with a request to enter into exclusive negotiations with Bidder B for two weeks (the “March 24 Bidder B Proposal”). A representative of Bidder B also called Mr. Kou shortly thereafter to explain Bidder B’s valuation of the Company. The closing sale price of the ADSs on Nasdaq as of March 23, 2022, the last full trading day prior to the Company’s receipt of the March 24 Bidder A Proposal and the March 24 Bidder B Proposal, was $68.77.

Between March 24, 2022 and March 27, 2022, at the direction of the Company, representatives of Goldman Sachs had several discussions with representatives of Bidder A and Bidder A’s financial advisor regarding the March 24 Bidder A Proposal. Following advice from representatives of Goldman Sachs, provided at the direction of the Company, that Bidder A needed to increase the purchase price presented in the March 24 Bidder A Proposal, Bidder A indicated it intended to submit a revised proposal by March 28, 2022 that would increase the purchase price to between $115.00 and $120.00 per ADS.

On March 25, 2022, representatives of Goldman Sachs had separate calls with representatives of Bidder B and Bidder B’s financial advisor, during which representatives of Goldman Sachs indicated, at the direction of the Company, that Bidder B needed to increase the purchase price presented in the March 24 Bidder B Proposal. Representatives of Bidder B stated that they would consider Goldman Sachs’ feedback, but did not commit to submitting an updated proposal.

On March 26, 2022, representatives of Goldman Sachs informed representatives of BMO that another bidder had previewed a proposal to acquire the Company that would likely exceed the purchase price in the February 28 Parent Proposal.

On March 28, 2022, Parent sent the Company an updated written indication of interest, in which Parent reaffirmed the purchase price, consideration mix, sources of funding and exclusivity request in the February 28 Parent Proposal (the “March 28 Parent Proposal”). Shortly after the delivery of the March 28 Parent Proposal, at the direction of Parent, representatives of BMO indicated to representatives of Goldman Sachs that Parent would consider increasing its proposed purchase price following Parent’s completion of additional due diligence.

Also on March 28, 2022, Bidder A sent the Company an updated written indication of interest (the “March 28 Bidder A Proposal”), in which Bidder A increased its proposed purchase price to $115.00 per ADS in cash. The other proposed terms outlined in the March 24 Bidder A Proposal remained substantially the same in the March 28 Bidder A Proposal. The closing sale price of the ADSs on Nasdaq as of March 25, 2022, the last full trading day prior to the Company’s receipt of the March 28 Parent Proposal and the March 28 Bidder A Proposal, was $69.34.

On March 29, 2022, the Company Board held a meeting, together with representatives of the Company’s management team, Goldman Sachs, Latham & Watkins, KLG and Conyers. Mr. Lai provided an update for the Company Board regarding the Company Financial Projections, noting that the Company’s management team had made certain immaterial updates to the Company Financial Projections after the meeting of the Company Board on March 11, 2022. Following further discussion, the Company Board approved the Company Financial Projections for use in Goldman Sachs’ financial analyses of any proposals to acquire the Company and in any fairness opinion rendered by Goldman Sachs related thereto, and approved sharing certain portions of the Company Financial Projections with any parties considering an acquisition of the Company. Representatives of Goldman Sachs then described the terms of each bidder’s most recent proposal

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and summarized Goldman Sachs’ recent communications with representatives of each bidder, noting that Parent and Bidder A were considering an increase to the proposed purchase price in their respective proposals, while Bidder B would not commit to improving the March 24 Bidder B Proposal. Representatives of Goldman Sachs then discussed certain financial aspects of each proposal. Following this discussion, representatives of Latham & Watkins advised the Company Board on the next steps in the strategic alterative review process, and explained that updated process letters with instructions for submitting final proposals would be shared with the bidders that the Company Board elected to continue negotiating with, and that each such bidder would be sent drafts of the definitive transaction documents and permitted access to a virtual data room to facilitate further due diligence of the Company. Representatives of Latham & Watkins further described certain key provisions contained in the drafts of the definitive transaction documents. The Company Board discussed the presentations made by Goldman Sachs and Latham & Watkins and, on the basis of Bidder B’s inability to commit to improving the March 24 Bidder B Proposal, directed representatives of Goldman Sachs to inform Bidder B that it would not be invited to participate as a potential acquiror of the Company in the next round of the review process. The Company Board also authorized the Company’s management team and outside advisors to further engage in negotiations with Parent and Bidder A, and approved the proposed terms of the definitive transaction documents as presented by representatives of Latham & Watkins. The Company Board then excused representatives of Goldman Sachs from the meeting in order to consider the proposed engagement letter with Goldman Sachs regarding its service as the Company’s financial advisor in the review process. Following consideration of the terms of the proposed engagement letter, and the customary conflict disclosures that Goldman Sachs would be required to make in relation to each party involved in the review process, the Company Board directed the Company’s management team to execute the proposed engagement letter on behalf of the Company.

On March 30, 2022, representatives of Goldman Sachs, pursuant to the direction of the Company, provided representatives of BMO an update on the Company’s review process, noting that the Company Board selected a certain number of parties to move forward as a potential acquiror in the next round of the Company’s review process. Representatives of Goldman Sachs also explained that Parent would need to improve the March 28 Parent Proposal in order to conclude a transaction with the Company. They also noted that a process letter would be sent to Parent the following day regarding the submission of final proposals, and that a virtual data room would be opened to facilitate due diligence of the Company.

Also on March 30, 2022, representatives of Goldman Sachs sent updated process letters to representatives of Parent and Bidder A, which directed Parent and Bidder A to deliver final proposals by April 21, 2022, and otherwise included substantially similar parameters as the process letters previously shared with Bidder A and Bidder B on March 17, 2022.

Also on March 30, 2022, at the direction of the Company, representatives of Goldman Sachs informed representatives of Bidder B’s financial advisor that Bidder B had not advanced to the next round of the strategic alternative review process.

On March 31, 2022, representatives of Bidder B called representatives of the Company’s management team to inform them that Bidder B would try to improve the March 24 Bidder B Proposal. However, following this call, Bidder B did not again contact the Company or any of its outside advisors regarding the March 24 Bidder B Proposal or any improvements thereto.

On April 1, 2022, representatives of Goldman Sachs posted the draft merger agreement prepared by representatives of Latham & Watkins to the virtual data room for review by Parent and Bidder A.

On April 5, 2022, representatives of Wilson Sonsini contacted representatives of Latham & Watkins to request, on behalf of Parent, that certain potential financing sources for Parent’s proposed acquisition of the Company be designated as Parent’s representatives under the previously executed confidentiality agreement between Parent and the Company so that Parent would be permitted to share certain of the Company’s confidential information with such financing sources. Later the same day, the Company consented to the proposed designations.

On April 6, 2022, representatives of Parent, BMO, Wilson Sonsini, Latham & Watkins, KLG and Goldman Sachs participated in a videoconference to discuss the regulatory approval process in connection with a potential transaction between Parent and the Company.

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On April 7, 2022, Mr. Kou and Dr. Seendripu had an in-person meeting to discuss potential synergies that could result from Parent’s acquisition of the Company.

Later on April 7, 2022, representatives of Bidder A’s financial advisors discussed the process timeline with representatives of Goldman Sachs. During this conversation, representatives of Goldman Sachs encouraged Bidder A to further improve its proposal.

Also beginning on April 7, 2022, representatives of the Company’s management team, together with various of the Company’s outside advisors, conducted a series of due diligence sessions with representatives of both Parent and Bidder A, which included discussions of financial, tax, operational, human resources and legal matters relevant to the Company. Several such sessions were held over the ensuing weeks.

On April 8, 2022, representatives of Bidder A’s outside legal counsel sent a revised draft of the merger agreement between Bidder A and the Company, which reflected Bidder A’s proposed changes on a number of key issues, including the parties’ respective regulatory-related obligations and deal protection provisions impacting closing certainty, the Company’s interim operating obligations and termination fees.

On April 9, 2022, at the direction of Parent, a representative of BMO had a discussion with Mr. Lai regarding various process matters.

On April 11, 2022, representatives of Bidder A’s outside legal counsel and Latham & Watkins met via videoconference to discuss Bidder A’s revised draft of the merger agreement between Bidder A and the Company.

Also on April 11, 2022, representatives of Wilson Sonsini sent an issues list to representatives of Latham & Watkins regarding the draft Merger Agreement, which reflected certain proposed changes on a number of key issues, including those related to deal structure, financing matters, the parties’ respective regulatory-related obligations impacting closing certainty, the outside termination date and termination fees.

On April 13, 2022, representatives of Wilson Sonsini and Latham & Watkins met via videoconference to discuss the terms of the draft of the Merger Agreement, including those raised in Parent’s April 11 issues list. During this videoconference, representatives of Latham & Watkins encouraged Parent to submit a full mark-up of the draft of the Merger Agreement.

Also on April 13, 2022, representatives of Latham & Watkins sent a revised draft of the merger agreement between the Company and Bidder A to representatives of Bidder A’s outside legal counsel, which proposed several changes to the previous draft, including with respect to the parties’ respective regulatory-related obligations impacting closing certainty and the Company’s interim operating covenants.

Later on April 13, 2022, representatives of Latham & Watkins, Goldman Sachs and Bidder A’s outside legal counsel met via videoconference to discuss the requisite regulatory approvals in connection with a potential transaction and between Bidder A and the Company.

On April 14, 2022, representatives of Bidder A’s financial advisors and Goldman Sachs, at the direction of the Company, discussed certain matters relevant to Bidder A’s delivery of a revised proposal, including the parties’ respective regulatory obligations that would be important to the closing certainty of a potential acquisition of the Company by Bidder A.

Also on April 14, 2022, representatives of a strategic company (“Party A”), which is a key customer of the Company, contacted representatives of Goldman Sachs to express preliminary interest in engaging in discussions to acquire the Company. Representatives of Goldman Sachs contacted certain members of the Company’s management team to convey Party A’s interest. Consistent with the Company Board’s determination at its meeting on March 2, 2022 regarding the involvement of key customers in the Company’s strategic alternative review process, and after discussion with the Company’s management team, representatives of Goldman Sachs informed Party A that the Company was not interested in engaging in discussions with Party A at the present time.

On April 15, 2022, representatives of the Company’s and Parent’s management teams and certain of their respective outside advisors participated in a reverse due diligence session related to Parent’s business and operations.

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On April 18, 2022 and April 19, 2022, representatives of Goldman Sachs, Bidder A and Bidder A’s financial advisors had several discussions regarding Bidder A’s potential submission of a final proposal to acquire the Company, including with respect to Bidder A’s consideration of alternative deal structures.

Also on April 19, 2022, representatives of Wilson Sonsini shared a revised draft of the Merger Agreement with representatives of Latham & Watkins, which reflected Parent’s view on the material terms previously discussed between Wilson Sonsini and Latham & Watkins on April 13, 2022, including a proposed fiduciary termination fee payable by the Company equal to 4% of the Company’s equity value, a reverse antitrust termination fee payable by Parent equal to 3% of the Company’s equity value and a nine-month outside termination date with one three-month extension that could be exercised in relation to regulatory matters.

Also on April 19, 2022, the Company Board held a meeting, together with certain representatives of the Company’s management team, Goldman Sachs, Latham & Watkins and KLG to consider the adoption of a retention bonus plan designed to retain key employees during the strategic alternative review process, including in the interim period between the signing and closing of any potential transaction to sell the Company. Mr. Lai, together with representatives of Latham & Watkins, described a summary of the plan to the Company Board and explained that the Company’s management team would work with the Company’s outside advisors to prepare documents to effectuate the plan should the Company Board approve the summary, and that the plan and such related documentation would be shared with Parent and Bidder A in the course of due diligence. Following discussion of the plan, the Company Board approved the summary presented by Mr. Lai and directed the Company’s management team, in coordination with the Company’s outside advisors, to prepare documents to effectuate the plan.

On April 21, 2022, representatives of Bidder A and Bidder A’s financial advisor informed representatives of Goldman Sachs that Bidder A would not be submitting a final proposal to acquire the Company and that Bidder A was also unable to reaffirm the $115.00 per ADS purchase price proposed in the March 28 Bidder A Proposal.

On April 22, 2022, Parent sent the Company a written proposal to acquire the Company in a mixed consideration transaction comprised of $89.76 of cash and 0.4532 Parent Shares per ADS, with an aggregate implied value of $110.00 per ADS, based on the closing Parent Share price on April 21, 2022 (the “April 22 Parent Proposal”). Representatives of Parent also shared a revised draft of the Merger Agreement with the Company concurrently with its delivery of the April 22 Parent Proposal. In a call with representatives of BMO shortly following Parent’s delivery of the April 22 Parent Proposal, representatives of Goldman Sachs, at the direction of the Company, indicated that Parent would likely need to increase the proposed purchase price for its proposal to be compelling to the Company Board. Following a verbal request for exclusivity relayed by BMO on behalf of Parent, representatives of Goldman Sachs also reiterated that the Company did not plan to enter into exclusive negotiations with Parent. The closing sale price of the ADSs on Nasdaq as of April 21, 2022, the last full trading day prior to the Company’s receipt of the April 22 Parent Proposal, was $76.68.

Later on April 22, 2022, the Company Board held a meeting, together with certain representatives of the Company’s management team, Goldman Sachs, Latham & Watkins and KLG. Representatives of Goldman Sachs provided an update on the strategic alternative review process, and described the terms of the April 22 Parent Proposal, Goldman Sachs’ financial analysis thereof and Bidder A’s decision not to submit a final proposal. They explained that representatives of Bidder A did not elaborate on Bidder A’s decision, but noted that given Bidder A’s focus on the regulatory-related obligations in the draft merger agreement, regulatory risks associated with a potential transaction between the Company and Bidder A may have been a factor. The Company Board discussed these matters and determined that the Company should continue negotiating with Parent to obtain the best price and transaction terms in the definitive transaction documents reasonably available from Parent.

On April 23, 2022, representatives of Latham & Watkins sent a revised draft of the Merger Agreement to representatives of Wilson Sonsini, which proposed a number of changes, including with respect to the Company’s interim operating covenants, the parameters that would need to be satisfied in order for the Company Board to evaluate, and exercise its fiduciary duties in connection with, alternative transaction proposals in the interim period and the parties’ respective regulatory-related obligations impacting closing certainty. The revised draft also proposed a fiduciary termination fee payable by the Company equal to 3%

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of the Company’s equity value, a reverse antitrust termination fee payable by Parent equal to 7% of the Company’s equity value and a nine-month outside termination date with two three-month extensions that could be exercised in relation to regulatory matters.

On April 25, 2022, representatives of Latham & Watkins and Wilson Sonsini met via videoconference to discuss outstanding issues in the Merger Agreement and certain other process matters.

Also on April 25, 2022, at the direction of the Company and Parent, representatives of Goldman Sachs and BMO had a call to discuss certain proposed terms in the Merger Agreement, including those related to regulatory matters and termination fees, as well as the timeline to potentially concluding definitive transaction documents between the Company and Parent.

Also on April 25, 2022, Bloomberg reported that the Company was exploring a sale amid takeover interest from unidentified third parties. The closing sale price of the ADSs on Nasdaq as of April 22, 2022, the last full trading day prior to Bloomberg’s report, was $77.09.

Also on April 25, 2022, representatives of Bidder A called representatives of Goldman Sachs to discuss Bidder A’s interest in re-engaging in negotiations to acquire the Company. Representatives of Bidder A indicated that Bidder A would consider doing so, but they were unable to confirm that Bidder A would submit an updated proposal to acquire the Company.

Also on April 25, 2022, the Company Board held a meeting, together with certain representatives of the Company’s management team, Goldman Sachs, Latham & Watkins and KLG, to discuss the status of the Company’s strategic alternative review process and related considerations, including with respect to the possible impact of Bloomberg’s report regarding a potential sale of the Company, the estimated timing of concluding a transaction with Parent and certain key terms in the Merger Agreement, including the parties’ respective obligations related to regulatory matters impacting closing certainty and termination fees. Representatives of Goldman Sachs also provided an update regarding their conversation with representatives of Bidder A earlier on April 25, 2022. The Company Board then discussed with representatives of Goldman Sachs and Latham & Watkins the regulatory requirements associated with a transaction involving Bidder A, including the importance of obtaining a substantial regulatory efforts commitment from Bidder A should negotiations recommence to enhance the closing certainty of such a transaction.

Also on April 25, 2022 (California time), the Parent Board held a meeting, together with certain representatives of Parent’s management team and Wilson Sonsini. Representatives of Parent’s management team provided an update on discussions with the Company regarding a potential transaction, including the Company’s request for Parent to increase the proposed purchase price in the April 22 Parent Proposal. Representatives of Parent’s management team then reviewed the strategic rationale to pursue a transaction with the Company, which was previously discussed with the Parent Board during its February 23, 2022 meeting. The Parent Board discussed and deliberated such matters, including with respect to the potential to expand Parent’s scale and the complementary nature of the Company’s markets to those of Parent, as well as risks associated with the Company’s greater relative focus on consumer markets. Representatives of Parent’s management team and Wilson Sonsini then provided an overview of the proposed transaction structure, Parent’s financing sources and the financial impact of the proposed transaction on Parent, including with respect to potential synergies in the transaction and the potential transaction timeline. The Parent Board discussed and deliberated such matters, and assessed the potential financial synergies in connection with an acquisition of the Company. Representatives of Wilson Sonsini then presented with respect to the regulatory process and potential regulatory risks of the potential transaction with the Company, and the Parent Board discussed and deliberated such matters, including with respect to the covenants and other terms of the definitive transaction documents that the Company sought in connection therewith. The Parent Board also discussed and deliberated the geopolitical risks associated with the potential transaction in light of current relations between China and the United States and the potential for degradation of the relationship between the two countries. A further discussion and deliberation ensued concerning the consequences and risks of an extended regulatory review period to both the Company and Parent, including the extent to which the definitive transaction documents could and would preserve flexibility for Parent to pursue other acquisition transactions, customer and employee retention considerations, and the pricing structure for the equity portion of the proposed merger consideration. Representatives of Wilson Sonsini then presented with respect to the expected material negotiating points in the definitive transaction documents,

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including Parent’s regulatory covenants, such as restrictions on Parent’s ability to pursue other acquisition transactions during the pendency of the transaction with the Company, the Company and Parent termination fees and the outside termination date. There was then discussion regarding the possible impact of Bloomberg’s report about a potential sale of the Company and the potential for a similar news report to mention Parent as a potential bidder.

On April 27, 2022, representatives of Wilson Sonsini delivered a revised draft of the Merger Agreement to representatives of Latham & Watkins. Among other changes to the key provisions previously discussed by the parties, Parent reasserted the amounts of the Company and Parent termination fees originally proposed in the April 19, 2022 draft of the Merger Agreement, but agreed to the Company’s proposed outside termination date of nine months with two three-month extensions that could be exercised in relation to regulatory matters.

Also on April 27, 2022, representatives of the Company’s management team, together with representatives of Goldman Sachs, Latham & Watkins and KLG, held a financial due diligence session with representatives of Parent and BMO.

Also on April 27, 2022, at the direction of Parent, representatives of BMO called Mr. Lai to discuss the transaction timeline proposed by Parent.

On April 28, 2022, representatives of Latham & Watkins sent a revised draft of the Merger Agreement to representatives of Wilson Sonsini. In addition to certain other revisions, the Company reasserted the amounts of the Company and Parent termination fees originally proposed in the April 23, 2022 draft of the Merger Agreement.

Also on April 28, 2022, representatives of Bidder A’s financial advisors informed representatives of Goldman Sachs on a call that Bidder A received an inbound indication of interest from a private equity sponsor (“Party B”) to submit a joint proposal with Bidder A to acquire the Company. Representatives of Goldman Sachs informed the representatives of Bidder A’s financial advisor that if Bidder A and Party B sought to submit a joint proposal to acquire the Company, they would need to submit such proposal in writing as soon as practicable in order to remain competitive in the strategic alternative review process.

Also on April 28, 2022 (California time), the Parent Board held a meeting, together with certain representatives of Parent’s management team and Wilson Sonsini. Representatives of Parent’s management team provided an update on discussions with the Company regarding Parent’s potential acquisition of the Company. Representatives of Wilson Sonsini then provided an overview of the terms of BMO’s engagement as Parent’s financial advisor in connection with the potential transaction with the Company, and the customary conflict disclosures that BMO would provide the Parent Board in relation to the Company and, thereafter, the Parent Board formally approved the engagement of BMO and directed Parent’s management team to execute the proposed engagement letter on behalf of Parent.

Also on April 28, 2022, a representative of BMO and Mr. Lai had a call to discuss the timeline for potentially concluding definitive transaction documents between the Company and Parent.

On April 29, 2022, Parent reaffirmed to the Company the April 22 Parent Proposal of $110.00 aggregate implied value per ADS, although with a revised consideration mix of $90.54 of cash and 0.388 Parent Shares based on the closing Parent Share price as of April 28, 2022 (the “April 29 Parent Proposal”). In a call with representatives of BMO immediately prior to Parent’s delivery of the April 29 Parent Proposal, representatives of Goldman Sachs, pursuant to the direction of the Company, reiterated its previous guidance that Parent would likely need to increase the proposed purchase price in order for Parent’s proposal to be compelling to the Company Board. They also reaffirmed the Company Board’s prior decision not to enter into exclusive negotiations with Parent. The closing sale price of the ADSs on Nasdaq as of April 28, 2022, the last full trading day prior to the Company’s receipt of the April 29 Parent Proposal, was $83.25.

Also on April 29, 2022, Bidder A contacted representatives of Goldman Sachs to inform them that Party B would be unable to submit a timely joint proposal with Bidder A to acquire the Company.

Also on April 29, 2022 (California time), the Parent Board held a meeting, together with certain representatives of Parent’s management team, BMO, Wilson Sonsini, and Rice, Hadley, Gates & Manuel

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LLC (“Rice Hadley”), an international strategic consulting firm engaged by Parent. Representatives of Rice Hadley presented on the current international relations between China and the United States and certain geopolitical and economic risks in the context of a potential transaction with the Company, including the deterioration in the relationship between China and the United States, the ongoing and potential further decoupling of certain industries between China and the United States, particularly in the technology and the semiconductor industries, and certain risks associated with technology transfers and development in China, cybersecurity, and data protection. Representatives of Rice Hadley then further described the possibility of investment restrictions in, and export restrictions effecting, China. There was then discussion and deliberation with respect to the likelihood of obtaining regulatory approvals in light of the unpredictable geopolitical environment. Representatives of Rice Hadley then left the meeting, and representatives of Parent’s management team provided an update on discussions with the Company regarding a potential acquisition of the Company. Representatives of Parent’s management team then presented a financial presentation addressing, among other things, a potential recession and Parent’s ability to service acquisition indebtedness in various scenarios. BMO then reviewed with the Parent Board certain financial aspects of Parent’s contemplated transaction to acquire the Company, and discussion and deliberation ensued related to such matters, including with respect to the business and cyclicality risks of entering direct consumer markets measured against scale benefits of the acquisition of the Company. Representatives of Wilson Sonsini presented with respect to the fiduciary duties of the Parent Board in evaluating the potential transaction with the Company, as well as the material proposed terms of the Merger Agreement and the contemplated debt financing.

On April 30, 2022, representatives of Goldman Sachs, at the direction of the Company, connected representatives of Bidder A and Bidder B, and encouraged them to submit a joint proposal to acquire the Company.

On April 30, 2022, representatives of Goldman Sachs, pursuant to the direction of the Company, informed representatives of BMO that the implied value of the April 29 Parent Proposal was lower than the implied value of the April 22 Parent Proposal in light of changes in the trading price of Parent Shares and encouraged Parent to submit an improved proposal.

On May 1, 2022, representatives of Bidder B and Goldman Sachs discussed on a call Bidder B’s potential joint proposal with Bidder A, and representatives of Goldman Sachs advised Bidder B to submit a proposal with Bidder A as soon as practicable.

On May 2, 2022, Mr. Litchfield called Mr. Lai to express Parent’s interest in signing definitive transaction documents in the coming days. Mr. Lai indicated that the Company was prepared to move quickly toward signing, but reiterated that Parent would likely need to increase its proposed purchase price in order for its proposal to be compelling to the Company Board.

Also on May 2, 2022, representatives of Goldman Sachs reaffirmed to Bidder B’s financial advisor that Bidder A and Bidder B needed to submit any potential joint proposal to acquire the Company in writing as soon as practicable in order to remain competitive in the strategic alternative review process.

On May 3, 2022, Parent sent the Company a revised written proposal to acquire the Company in a mixed consideration transaction, comprised of $92.54 of cash and 0.388 Parent Shares, with an aggregate implied value of $112.16 per ADS, based on the closing Parent Share price on May 2, 2022 (the “May 3 Parent Proposal”). Shortly following Parent’s delivery thereof, representatives of Goldman Sachs and BMO had a call to discuss the May 3 Parent Proposal, during which representatives of Goldman Sachs, at the direction of the Company, encouraged Parent to further improve its proposal, and also noted that certain covenants in the proposed definitive transaction documents with respect to the interim operations of the Company’s business were unduly restrictive. The closing sale price of the ADSs on Nasdaq as of May 2, 2022, the last full trading day prior to the Company’s receipt of the May 3 Parent Proposal, was $79.54.

Also on May 3, 2022, representatives of Wilson Sonsini shared a revised draft of the Merger Agreement with representatives of Latham & Watkins, which included a number of revisions relating to the Company’s interim operating obligations, the Company’s obligations to assist Parent in obtaining financing to fund the transaction and Parent’s regulatory-related obligations impacting closing certainty, among other items. Parent also proposed identical Parent and Company termination fee amounts equal to approximately 4% of the Company’s equity value.

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Also on May 3, 2022, representatives of Goldman Sachs shared with Bidder A and Bidder B a revised draft of the merger agreement between the Company and Bidder A that was previously shared with Bidder A on April 13, 2022, in order to encourage timely negotiations between the parties should Bidder A and Bidder B submit a joint proposal to acquire the Company. The revised draft included certain revisions relating to terminations fees and the parties’ respective regulatory-related obligations and other matters relating to closing certainty.

On May 4, 2022, Dr. Seendripu, together with representatives of BMO, informed representatives of Goldman Sachs on a call that Parent planned to imminently submit a revised proposal, and such proposal would represent Parent’s best and final offer. He also indicated that, in light of Bloomberg contacting Parent regarding its interest in acquiring the Company and an expected forthcoming media report linking Parent to the Company’s strategic alternative review process, Parent would revoke its proposal if the Company did not expeditiously enter into definitive transaction documents with Parent. Shortly thereafter, Parent sent the Company a revised written proposal to acquire the Company in a mixed consideration transaction, comprised of $93.54 of cash and 0.388 Parent Shares, with an aggregate implied value of $113.31 per ADS, based on the closing Parent Share price on May 3, 2022 (the “May 4 Parent Proposal”). The closing sale price of the ADSs on Nasdaq as of May 3, 2022, the last full trading day prior to the Company’s receipt of the May 4 Parent Proposal, was $81.53.

Also on May 4, 2022 (California time), the Parent Board held a meeting, together with certain representatives of Parent’s management team and Wilson Sonsini. Representatives of Parent’s management team and Wilson Sonsini provided an update on the discussions and negotiations with the Company. Representatives of Wilson Sonsini then provided an overview of the Parent Board’s fiduciary duties in connection with its evaluation of the potential transaction and an overview of the material terms of the Merger Agreement and the contemplated debt financing. Representative of Wilson Sonsini also reviewed the proposed Parent Board resolutions for approving the Merger Agreement, the debt financing, the Merger and the other Transactions, as well as certain customary ancillary matters. BMO then joined the meeting and reviewed with the Parent Board certain financial aspects of Parent’s contemplated transaction to acquire the Company. After further discussions with representatives of Parent’s management team, BMO, and Wilson Sonsini, the Parent Board adopted resolutions approving the Merger Agreement, the debt financing, the Merger and the other Transactions, as well as certain customary ancillary matters.

Later on May 4, 2022, representatives of the Company’s and Parent’s management teams and certain of their respective outside advisors participated in a reverse due diligence session regarding Parent’s business and operations. Following this session, the Company’s outside advisors finalized their reverse due diligence of Parent, which was undertaken at the direction of the Company Board in light of the stock component of Parent’s various proposals to acquire the Company. Based on the terms of the May 4 Parent Proposal, the Company securityholders were anticipated to own approximately 14% of the fully diluted Parent Shares following the Closing.

Later on May 4, 2022, the Company Board held a meeting, together with certain representatives of the Company’s management team, Goldman Sachs, Latham & Watkins, KLG and Conyers. Representatives of Goldman Sachs described the terms of the May 4 Parent Proposal to the Company Board. They explained that the May 4 Parent Proposal represented Parent’s best and final offer, and that Parent was prepared to revoke the May 4 Parent Proposal should the Company not quickly conclude definitive transaction documents with Parent. Following this discussion, representatives of Goldman Sachs provided a read out to the Company Board of the reverse due diligence sessions held with Parent on April 15, 2022 and earlier in the day on May 4, 2022, and also described trends in the trading price of Parent Shares over recent years. Representatives of Goldman Sachs then updated the Company Board on Goldman Sachs’ recent discussions with Bidder A and Bidder B regarding their potential joint proposal to acquire the Company, noting that, based on such discussions, Bidder A and Bidder B would likely be unable to quickly propose and negotiate an actionable transaction with the Company. Following the Company Board’s consideration of these developments, representatives of Latham & Watkins described the results of Goldman Sachs’ customary conflict disclosures that were previewed at the March 29, 2022 meeting of the Company Board, noting that Goldman Sachs had not received any fees from Parent in the previous two years and had no significant relationships that would otherwise call into question the independence of its financial analysis or fairness opinion. Representatives of Latham & Watkins then provided an overview of the key terms in the proposed

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definitive transaction documents with Parent, certain matters still under negotiation with Parent and the proposed board resolutions for approving the Merger Agreement, the Transactions, including the Merger, and certain customary ancillary matters. Following this discussion, a representative of Conyers again provided an overview of the Company Board’s fiduciary duties under the laws of the Cayman Islands, including in the context of a strategic alternative review process. Representatives of Goldman Sachs then reviewed with the Company Board its financial analysis of the May 4 Parent Proposal, and rendered its oral opinion, which was subsequently confirmed by delivery of its written opinion, dated May 5, 2022, to the Company Board that, as of such date, and based upon and subject to the factors and assumptions set forth in its opinion, the Merger Consideration to be paid to the Company securityholders (other than Parent and its affiliates) was fair from a financial point of view to such Company securityholders, as more fully described under the caption “The Merger — Fairness Opinion of Goldman Sachs”. After further discussions with its financial and legal advisors and representatives of the Company’s management team, including with respect to the various advantages and risks of the proposed transaction (which are more fully described below under the caption “The Merger — Reasons for the Merger and Recommendation of the Company Board”), the Company Board unanimously adopted resolutions approving the Merger Agreement (with such final changes as approved by the Company’s management), the Transactions, including the Merger, and certain customary ancillary matters.

Later on May 4, 2022, representatives of Bidder A and Bidder B informed representatives of Goldman Sachs that Bidder A and Bidder B were unable to submit a joint proposal to acquire the Company.

On May 4, 2022 and May 5, 2022, representatives of Latham & Watkins and Wilson Sonsini exchanged several drafts of the Merger Agreement and the other transaction documents, and representatives of the Company’s and Parent’s management teams, Latham & Watkins, Wilson Sonsini and certain of the parties’ other outside advisors participated in a number of negotiations via videoconference regarding the remaining open points in the definitive transaction documents, which largely related to the Company’s interim operating obligations, termination fees and certain technical items. During such negotiations, Parent and the Company agreed to a fiduciary termination fee payable by the Company equal to approximately 3.4% of the Company’s equity value and a reverse antitrust termination fee payable by Parent equal to approximately 4.1% of the Company’s equity value.

Also on May 5, 2022, during the course of the foregoing negotiations, Bloomberg reported that Parent was in talks to acquire the Company.

Later on May 5, 2022, following the conclusion of negotiations of the definitive transaction documents, and before U.S. markets opened, each of the Company, Parent and Merger Sub executed and delivered the Merger Agreement and the Company and Parent issued a joint press release announcing the execution of the Merger Agreement.

Parent’s Reasons for the Merger

At its meeting on May 4, 2022, held to evaluate the proposed Merger, the Parent Board determined (i) that the Merger and Parent’s entry into the Merger Agreement is consistent with and in furtherance of the long-term business strategy of Parent and is fair to, in the best interests of Parent and its stockholders; and (ii) that the consummation of the Merger and the other transactions pursuant to the terms and conditions substantially as set forth in the Merger Agreement and all exhibits, annexes and schedules thereto (collectively, the “Agreements”) and as described and discussed at the meeting of the Parent Board is in the best interests of Parent and its stockholders.

In evaluating the Merger Agreement and the Transactions, including the Merger, the Parent Board consulted with Parent’s senior management, its outside legal advisors, Wilson Sonsini, Fangda Partners (People’s Republic of China outside legal advisor to Parent), LCS & Partners (Republic of China outside legal advisor to Parent), Appleby Global Services Limited (Cayman Islands and British Virgin Islands outside legal advisor to Parent), Rice Hadley, and its financial advisor, BMO. In the course of reaching its determination (i) that the Merger and Parent’s entry into the Merger Agreement is consistent with and in furtherance of the long-term business strategy of the Parent and is fair to, in the best interests of Parent and its stockholders; and (ii) that the consummation of the Merger and the other transactions pursuant to the terms and conditions substantially as set forth in the Agreements and as described and discussed at the

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meeting of the Parent Board is in the best interests of Parent and its stockholders, Parent Board considered a variety of factors, including its knowledge of the Company’s business, operations, financial condition and prospects, as well as the risks in achieving those prospects, including uncertainties associated with achieving financial benefits. In making its determination, the Parent Board focused, among other things, on the following material factors (not necessarily in order of relative importance):

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Combined Scale. The Parent Board considered the potential scale of the combined businesses of Parent and the Company, which is expected, among other things, to have over $2 billion in annual revenue and to provide additional technology, resources, and capabilities to accelerate product innovation and sales, improve operational efficiency, drive lower manufacturing costs, and generate run-rate synergies of at least $100 million to be realized within 18 months after the Transactions close.

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Market Expansion. The Parent Board considered management’s belief that Parent would benefit from the ability to penetrate the large growing storage market. Parent would also benefit from the combination of Parent’s RF, analog/mixed-signal, and processing capabilities with the Company’s market leading NAND flash controller technology, which would complete a total technology stack that fully captures end-to-end platform functionality and accelerates expansion into enterprise, data center, industrial, IoT, edge compute, and consumer markets.

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Accretive. The Parent Board considered that the Merger is expected to be immediately accretive to Parent’s non-GAAP earnings per share.

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Strategy. The Parent Board considered the strategic and transformative nature of the Merger, combining two semiconductor companies across a diversified set of end-markets, which is expected, among other things, to create a highly diversified technology platform with strong positions across the broadband, connectivity, infrastructure, and storage end markets.

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Customer Engagement. The Parent Board considered management’s belief that Parent will benefit from expanded resources to better support the combined company’s broad customer relationships with their long-term storage product roadmap requirements and that the Company’s NAND flash controller technology and customer relationships complement Parent’s leadership in broadband, connectivity, and infrastructure markets.

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Reputation. The Parent Board considered the strength of the Company’s brand equity and customer trust.

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Historical Information. The Parent Board considered the historical information concerning Parent’s and the Company’s respective businesses, financial performance and condition, operations, technology, management and competitive position.

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Financial Conditions. The Parent Board considered management’s view of the financial condition, results of operations and businesses of each of the Company and Parent before and after giving effect to the Merger.

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Market Conditions. The Parent Board considered current financial market conditions and historical market prices, volatility and trading information with respect to Parent Shares and the ADSs.

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Merger Consideration. The Parent Board considered the amount and form of Merger Consideration to be paid by Parent in the Merger and other financial terms of the Transactions, including the fact that the exchange ratios are fixed.

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Merger Agreement Terms. The Parent Board considered the reasonableness of the terms of the Merger Agreement, including the parties’ representations, warranties and covenants, the conditions to their respective obligations, and the termination rights of, and termination fees payable by, the parties.

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Due Diligence. The Parent Board considered the reports from management and advisors of Parent as to the results of the due diligence investigation of the Company, including meetings with its management and its financial, legal and other advisors.

The Parent Board also considered a number of countervailing uncertainties and risks in its deliberations concerning the Merger Agreement and the Transactions, including the Merger, and the following (not necessarily in order of relative importance):

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Risks Relating to the Benefits of the Transactions. The Parent Board considered the risk that the potential benefits sought in the Merger might not be fully realized and the challenges and difficulties relating to combining the operations of Parent and the Company.

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Risks of Failure to Complete the Transactions. The Parent Board considered the possibility that the Merger might not be consummated, or that consummation might be unduly delayed, and the effect of public announcement of the Merger on Parent’s sales and operating results and the Parent’s ability to retain key management, marketing, technical and other personnel during the pendency of, and following any termination of, the Merger.

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Risks Relating to Costs of the Transactions. The Parent Board considered the substantial charges to be incurred in connection with the Merger, including costs of financial advisors, legal counsel, and other advisors and of obtaining the necessary financing to consummate the Transactions and integrating the businesses and other transaction expenses arising from the Merger.

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Risks Relating to Personnel. The Parent Board considered the risk that despite the efforts of Parent and the Company, key personnel of Parent or the Company might not remain employed with Parent or the Company during the pendency of or following consummation of the Merger.

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Risks Relating to Operations. The Parent Board considered certain restrictions on Parent’s ability to operate during the pendency of the Merger and its ability to make certain acquisitions during the pendency of the Merger.

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Risks Relating to Governmental Approvals or Imposition of Conditions. The Parent Board considered Parent’s obligations under the Merger Agreement, including obligations to undertake certain mitigation measures that may be required to obtain applicable antitrust approvals and obligations to pay a termination fee under certain circumstances, in each case, subject to the terms and conditions of the Merger Agreement.

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Risks Relating to the Geopolitical Environment. The Parent Board considered the current international relations between China and the United States and certain geopolitical and economic risks in the context of the Transactions, including the deterioration in the relationship between China and the United States, ongoing and potential further decoupling within certain industries between China and the United States (particularly in the technology and the semiconductor industries), certain risks associated with technology transfers and development in China, cybersecurity, and data protection, and the possibility of investment restrictions in, and export restrictions effecting, China. The Parent Board also considered the likelihood of obtaining regulatory approvals in light of the unpredictable geopolitical environment.

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Other Strategic Alternatives. The Parent Board considered the risk that the Transactions may limit Parent’s ability to engage in additional future strategic acquisitions.

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Other Risks and Uncertainties. The Parent Board considered various other risks associated with the Transactions and the businesses of Parent and the Company, following the Merger as described in the section entitled “Risk Factors.”

The Parent Board determined that the benefits expected to be achieved for Parent as a result of the Merger outweighed these potential risks and uncertainties. The Parent Board recognized that there can be no assurance of future results, including results considered or expected as disclosed in this section of the proxy statement/prospectus.

The above discussion of the material factors considered by the Parent Board in its consideration of the Merger Agreement and the Transactions, including the Merger, is not intended to be exhaustive, but rather to set forth the principal factors considered by the Parent Board. In light of the number and wide variety of factors considered in connection with the evaluation of the Merger Agreement and the Transactions, the Parent Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its final decision. The Parent Board based its position on the information available to it and the factors presented to and considered by it. However, some directors may individually have given different weight to different factors. The factors, potential risks and uncertainties contained in this explanation of Parent’s reasons for the Transactions and other information

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presented in this section contain information that is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Note Regarding Forward Looking Statements.”

The Company’s Reasons for the Merger and Recommendation of the Company Board

At its meeting on May 4, 2022, held to evaluate the proposed Merger, the Company Board unanimously approved the Merger Agreement and determined that the Transactions are fair to and in the best interests of the Company and Company shareholders. The Company Board unanimously recommends that the Company shareholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

In evaluating the Merger Agreement and the Transactions, including the Merger, the Company Board consulted with the Company’s senior management, its outside legal advisors, Latham & Watkins, KLG and Conyers, and its financial advisor, Goldman Sachs. In the course of reaching its determination that the terms of the Merger Agreement and the Merger are advisable, fair to and in the best interests of the Company and the Company shareholders and to recommend upon the terms and subject to the conditions set forth in the Merger Agreement, that the Company shareholders vote in favor of the approval and adoption of the Merger Agreement and the Merger, the Company Board reviewed, evaluated and considered a significant amount of information and numerous factors and benefits of the Merger, each of which the Company Board believed supported its unanimous determination and recommendation:

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Attractive Value. The belief of the Company Board that the Per Share Merger Consideration and the Per ADS Merger Consideration represent a full and fair value for the Company Shares and the ADSs, respectively, taking into account the Company Board’s familiarity with the Company’s current and historical financial condition and results of operations and the Company’s business strategy, financial requirements, assets and business prospects and risks.

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Premium to Current and Historical Trading Prices. The Company Board considered the fact that the Merger Consideration to be paid by Parent would provide Company securityholders with the opportunity to receive a significant premium over the market price of the Company Shares and ADSs, respectively. The Company Board reviewed the current and historical market prices and trading information with respect to the ADSs, including the fact that the Per ADS Merger Consideration represents a meaningful premium to those historical prices, including:

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a premium of approximately 40.8% over $81.20 per ADS, the closing sale price on Nasdaq as of May 4, 2022, the last full trading day prior to the meeting of the Company Board;

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a premium of approximately 48.3% over $77.09 per ADS, the closing sale price on Nasdaq as of April 22, 2022, the last trading day prior to Bloomberg’s report that the Company was exploring a sale amid interest from unidentified third parties (such date, the “undisturbed date”);

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a premium of approximately 58.9% over $71.94 per ADS, the average of the volume weighted average closing sale prices on Nasdaq during the 30-day trading period ended on the undisturbed date;

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a premium of approximately 45.4% over $78.64 per ADS, the volume weighted average closing price during the 90-day trading period ended on the undisturbed date; and

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a premium of approximately 20.3% over $95.03 per ADS, the 52-week high trading price as of May 4, 2022.

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Quality of the Strategic Alternative Review Process: The Company Board considered:

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that after receiving the initial indication of interest from Parent, the Company Board consulted with Goldman Sachs and its outside legal advisors regarding its options with respect to a potential sale of the Company;

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that in light of the threat posed to the Company’s business by potential leaks of competitively sensitive information, the Company Board elected to commence a targeted strategic alternative review process involving each of the strategic parties and financial sponsors that the Company Board believed most likely and capable of acquiring the Company;

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that representatives of Goldman Sachs had contact with six potential acquirers, including multiple strategic parties and a financial sponsor, regarding their potential interest in acquiring the Company, and that two of the five additional parties other than Parent (Bidder A and Bidder B) expressed interest in such discussions, entered confidentiality agreements with the Company, engaged in certain business and legal diligence of the Company and ultimately made non-binding offers to acquire the Company, as is described further in “The Merger — Background of the Merger;”

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the course of negotiations between the Company and Parent, which resulted in an increase in the price that Parent was willing to pay to acquire the Company, and that Bidder A and Bidder B did not make binding offers to acquire the Company following extensive negotiations with both parties, as is described further in “The Merger — Background of the Merger;” and

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the adequacy and results of the Company’s review process of exploring strategic alternatives and the Company Board’s belief that the Merger Consideration offered by Parent represents the highest price reasonably obtainable, and that the Merger Agreement contained the most favorable terms to the Company in the aggregate to which Parent was then willing to agree.

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Mixed Merger Consideration; Future Earnings and Certainty of Value. The Company Board considered the fact that the Merger Consideration consists primarily of cash, which provides liquidity and certainty of value to Company securityholders, along with a stock component, which provides Company securityholders with the ability to participate in the future earnings and growth of the combined company resulting from the Merger compared to remaining an independent standalone company or any transaction in which Company securityholders would solely receive cash consideration or shares of an acquirer’s stock. The Company Board weighed the certainty of realizing a compelling value for the ADSs against the uncertain prospect that the trading value for the ADSs would approach the Per ADS Merger Consideration in the foreseeable future. Based upon its knowledge of, and familiarity with, the Company’s historical and current business, operations, prospects, business strategy, competitive position, long-term financial plan and related execution risks, and the semiconductor industry generally, the Company Board believed this mix of certainty of value and long-term value creation potential of the Company’s business was compelling, taking into account the risks of remaining independent and pursuing the Company’s current business and financial plans, including the risks and uncertainties associated with the Company’s business described below and the other risks and uncertainties discussed in the Company’s public filings with the SEC. The Company Board also considered the fact that the Merger Agreement permits the Company to pay ADS holders quarterly installments of the previously declared annual cash dividend in the amount of $0.50 per ADS through the third quarter of 2022.

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Goldman Sachs Opinion and Related Analysis. The Company Board considered certain financial analyses presented to and discussed with the Company Board by representatives of Goldman Sachs and the oral opinion of Goldman Sachs rendered to the Company Board, which was subsequently confirmed by delivery of its written opinion, dated May 5, 2022, that as of such date, and based upon and subject to the factors and assumptions set forth in its written opinion, the Merger Consideration to be paid to the Company securityholders (other than Parent and its affiliates) was fair, from a financial point of view, to such Company securityholders, as is more fully described below under the caption “The Merger — Opinion of Goldman Sachs (Asia) L.L.C., the Company’s Financial Advisor.”

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Surviving Company. Considering the financial position of the Company and Merger Sub, no reasonable concern exists that, as a result of the Merger, the Surviving Company will not be able to fulfill the obligations of the Company to its creditors.

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Other Potential Strategic Alternatives. In addition to the strategic alternative review process described above, and the non-binding offers made to acquire the Company by Bidder A and Bidder B, the Company Board considered (1) other possible alternatives to the acquisition by Parent, including the possibility of continuing to operate the Company as a standalone entity and the desirability and perceived risks of that alternative, including those of the type and nature described under Risk Factors in the Company’s Form 20-F for the year ended December 31, 2021, (2) the potential benefits

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to the Company securityholders of these alternatives and the timing and likelihood of effecting such alternatives, and (3) the Company Board’s assessment that none of these alternatives was reasonably likely to present superior opportunities for the Company to create greater value for the Company securityholders than the Merger, taking into account execution risks of the Company’s standalone business plan, as well as business, competitive, political, financial, industry, market and other risks.

•

Risks Relating to Remaining a Standalone Company. The Company Board considered the Company’s prospects and risks if the Company were to remain an independent company. The Company Board considered the Company’s current business and financial plans, including the risks and uncertainties associated with achieving and executing on the Company’s business and financial plans in the short- and long-term, as well as the general risks of market conditions that could reduce the price of the ADSs. Among the potential risks and uncertainties identified by the Company Board were:

•

the growing challenges faced by the semiconductor industry, including macroeconomic trends and the fact that the industry is highly competitive, cyclical and subject to constant and rapid technological change with a long sales cycle for semiconductor products and solutions and wide fluctuations in product supply and demand;

•

achieving the Company’s growth plans in light of the current and foreseeable market conditions, including the risks and uncertainties in the global economy generally and the semiconductor industry specifically, and the difficulty of finding suitable acquisition targets at reasonable prices to accelerate the Company’s growth and achieving a scale that enables it to compete more effectively with its competitors;

•

current and anticipated future competition for the Company’s products and its ability to compete successfully in light of the nature of the semiconductor industry, the presence of many larger, well financed competitors, and its need to continue to develop and commercialize additional and/or more advanced specialty technologies;

•

the Company’s ability to sustain its historical revenue growth, improve profitability and generate consistent positive cash flows; and

•

other risks and uncertainties discussed in the Company’s public filings filed with or furnished to the SEC, including the Company’s Annual Report on Form 20-F for the year ended December 31, 2021, which is incorporated herein by reference.

•

Ability to Respond to Unsolicited Competing Proposals. The Company Board considered the “fiduciary out” provisions of the Merger Agreement, which, subject to the terms and conditions thereof, permit the Company to (1) furnish information to and participate in discussions or negotiations with third parties that make unsolicited Competing Proposals that the Company Board determines in good faith, after consultation with its financial advisors and outside legal counsels, that (i) the failure to take such actions would be reasonably likely to be inconsistent with the fiduciary duties of the members of the Company Board and (ii) such Competing Proposal constitutes or would reasonably be expected to lead to a Superior Proposal, provided the Company notifies Parent of such Competing Proposal and delivers to Parent any significant non-public information provided to such third parties and (2) make a Company Change of Recommendation to Company shareholders regarding the Merger Agreement or terminate the Merger Agreement (subject to payment of a termination fee and certain match rights in favor of Parent) to enter into a definitive agreement for such Competing Proposal if the Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel that (i) such Competing Proposal constitutes a Superior Proposal and (ii) that the failure to make a Company Change of Recommendation or terminate the Merger Agreement would be reasonably likely to be inconsistent with the fiduciary duties of the members of the Company Board. The Company Board further considered the fact that the $132 million termination fee (approximately 3.4% of the transaction value) payable by the Company (i) is reasonable in light of the overall terms of the Merger Agreement and the benefits of the Merger and (ii) would not preclude another party from making a Competing Proposal.

•

Ability to Respond to a Company Intervening Event. The Company Board also considered its ability to, subject to the terms and conditions of the Merger Agreement, make a Company Change of

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Recommendation to Company shareholders regarding the Merger Agreement in response to certain material intervening events unrelated to Competing Proposals as described in the Merger Agreement if the Company Board has determined in good faith, after consultation with the Company’s outside counsels and financial advisor, that the failure to take such action would be reasonably likely to be inconsistent with the fiduciary duties of the members of the Company Board.

•

Terms of the Merger Agreement. The Company Board considered all of the terms and conditions of the Merger Agreement, including the structure of the Transactions, the mixed cash and equity nature of the Merger Consideration, the limited scope of the conditions to the Closing, the Company’s right to specific performance to cause Parent to consummate the Merger, and other remedies available under the Merger Agreement, subject to certain conditions, and the customary nature of the representations, warranties, and the covenants and agreements of the parties. The Company Board further considered the course and nature of negotiations with Parent, which were conducted as part of the Company’s broader review process and during which the Company Board was advised by independent legal and financial advisors. These negotiations ultimately resulted in terms that (1) provide for a significant premium over the current trading price of the ADSs and (2) provide robust provisions designed to ensure, absent certain circumstances that would cause a closing condition not to be satisfied or allow termination of the Merger Agreement, that the transaction is completed, including a termination fee of $160 million (approximately 4% of the transaction value) payable by Parent if the Merger Agreement is terminated by either party due to a failure to obtain required regulatory approvals under certain circumstances.

•

Regulatory Approvals. The Company Board considered the relative likelihood of significant antitrust or other regulatory impediments to Closing and the provisions of the Merger Agreement related to regulatory approvals, including the obligation of Parent and the Company to use reasonable best efforts to take, or cause to be taken, certain specified actions to obtain all approvals or clearances required to consummate the Merger.

•

Likelihood of Completion. The likelihood that the Merger will be consummated, based on, among other things, the limited number of conditions to the Merger, the absence of a financing condition, the relative likelihood of obtaining required regulatory approvals, the remedies available under the Merger Agreement to the Company in the event of various breaches by Parent, and Parent’s reputation in the semiconductor industry, its financial capacity to complete an acquisition of this size, which the Company Board believed supported the conclusion that a transaction with Parent could be completed on a reasonable timetable for such a transaction and in an orderly manner.

•

Shareholder Approval. The Company Board considered that the Merger would be subject to the approval of the Company shareholders and that the Company shareholders would be free to vote against the approval of the Merger Agreement and reject the Merger.

In the course of its deliberations, the Company Board also considered a variety of material risks and other countervailing factors related to entering into the Merger Agreement that previously had been identified and discussed by Company’s senior management and the Company Board, including the following:

•

the fact that the completion of the Merger, and the lower percentage of outstanding Parent Shares held by former Company securityholders as a result of the Merger, will provide such Company securityholders with less of an opportunity to participate in the combined company’s future earnings growth and the future appreciation of the value of its capital stock than would be anticipated if the Company were to remain as a stand-alone entity and its strategic plan were successfully implemented;

•

the risks and uncertainties inherent in Parent’s business and operations;

•

the results of the Company’s due diligence of Parent, which included review of historical financial results and projections, and legal and other matters;

•

the risk that Parent might not meet its financial projections;

•

the risk that Parent, following the Closing, may not be able to timely or fully realize the expected synergies or other anticipated benefits of the Merger;

•

the fact that, as of the date of the Company Board meeting, Company securityholders will own only approximately 14% of the fully diluted Parent Shares following the Closing;

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•

the fact that Parent has historically not paid a quarterly cash dividend to its shareholders;

•

the fact that the stock portion of the Per Share Merger Consideration and Per ADS Merger Consideration is based on fixed exchange ratios which will not fluctuate as a result of changes in the price of Parent Shares, Company Shares or ADSs prior to the Transactions, which exposes Company securityholders to the risk that the value of the Merger Consideration at completion could be less than at the time the Merger Agreement was approved by the Company Board or at the time of the extraordinary general meeting;

•

the fact that certain of the Company’s directors and executive officers may receive certain benefits that are different from, and in addition to, those of other Company securityholders (see the caption “Merger Agreement — Interests of the Company’s Directors and Executive Officers in the Merger”);

•

the fact that the Merger Agreement prohibits the Company from declaring and paying dividends to Company securityholders after the third quarter of 2022 without the prior consent of Parent;

•

the fact that the Merger Agreement precludes the Company from actively soliciting Competing Proposals and requires payment by the Company of a $132 million termination fee to Parent under certain circumstances, including in the event that the Merger Agreement is terminated by the Company to accept a Superior Proposal. The Company Board also considered, but did not consider to be preclusive of a potential acquirer making a Competing Proposal, the potential that such termination fee may deter other potential acquirers from making a Competing Proposal, the impact of the termination fee on the Company’s ability to engage in certain transactions for twelve (12) months from the date the Merger Agreement is terminated under certain circumstances, and the fact that the right afforded to Parent under the Merger Agreement to re-negotiate the terms of the Merger Agreement in response to Superior Proposals may discourage other parties that might otherwise have an interest in a business combination with, or an acquisition of, the Company. The Company Board recognized that the provisions in the Merger Agreement relating to these restrictions on takeover proposals and the payment of the termination fee were insisted upon by Parent as a condition to entering into the Merger Agreement;

•

the possibility that the Merger might not be consummated for an extended period of time, the fact that the Merger Agreement imposes restrictions on the operations of the Company during the interim period between the execution of Merger Agreement and the consummation of the Merger, the effect of those restrictions on the Company’s operations and performance during that, potentially extended, interim period, and the possibility that those restrictions could delay or prevent the Company from pursuing some business opportunities that may arise during that time;

•

the fact that, if the Merger is not consummated, (1) the Company’s directors, senior management and other employees will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the Transactions; (2) the Company will have incurred significant transaction expenses and opportunity costs, without compensation; (3) the Company’s relationships with its customers, key partners, employees and other third parties may be adversely affected; (4) the trading price of the ADSs could be adversely affected; (5) the market’s perceptions of the Company and its prospects could be adversely affected; and (6) the Company’s business may be subject to significant disruptions and decline;

•

the effect of the public announcement of the Merger Agreement, including effects on the Company’s relationships with its customers, suppliers, distributors and other business relationships, the trading price of the ADSs and the Company’s ability to attract and retain key management and personnel, including sales and scientific and research personnel, during the pendency of the Transactions;

•

the risk that the Company shareholders may fail to approve the Merger;

•

the possibility that Parent will be unable to obtain all or a portion of the debt financing contemplated by the debt commitment and the increased leverage to be assumed by Parent in connection with the Transactions;

•

the risk that the parties may not receive the necessary regulatory approvals or clearance to complete the Merger, or that governmental authorities could attempt to condition their approvals or clearances of the Merger on one or more of the parties’ compliance with certain burdensome terms or conditions that may cause one of the conditions to the Merger not to be satisfied;

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•

the risk of litigation in connection with the Merger;

•

the treatment of the consideration to be received by the U.S. holders of ADSs as taxable for U.S. federal income and other tax purposes;

•

the potential downward pressure on the share price of Parent Shares following the Closing that may result from if Company securityholders seek to sell their Parent Shares after the Closing; and

•

the risks described under the section entitled “Risk Factors” contained elsewhere in this proxy statement/prospectus.

The Company Board believed that, overall, the potential benefits of the Transactions to the Company and Company securityholders outweighed the risks, many of which are mentioned above. The Company Board realized, however, that there can be no assurance about future results, including results considered or expected as described in the factors listed above. The factors considered by the Company Board and all other information in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

The foregoing discussion of the information and factors considered by the Company Board in reaching its conclusions and recommendations is intended to be illustrative and not exhaustive. It includes the material reasons and factors considered by the Company Board. In view of the wide variety of reasons and factors considered, the Company Board did not find it practicable to, and did not, quantify, rank or otherwise assign any relative or specific weights to the various specific factors considered in reaching its determination and making its recommendation. In addition, the Company Board did not reach any specific conclusion with respect to any of the factors or reasons considered. Instead, the Company Board conducted an overall review of the factors and reasons described above and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of the Transactions, including the Merger.

The Company Board unanimously recommends that the Company shareholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

Company Unaudited Prospective Financial Information

The Company has historically prepared and provided public guidance as to certain projected financial and operational results, including GAAP and non-GAAP revenues, gross margins and operating margins for the then present calendar quarter and full calendar year in its press releases announcing its financial results for the immediately preceding quarter. Specifically, since January 1, 2021, the Company provided public guidance as to GAAP and non-GAAP revenue, gross margin and operating margin for: (i) the then present calendar quarter in February 2021 and the full calendar year 2021 in its press release announcing its financial results for the quarter ended December 31, 2020, (ii) the then present calendar quarter in May 2021 and the full calendar year 2021 in its press release announcing its financial results for quarter ended March 31, 2021, (iii) the then present calendar quarter in July 2021 and the full calendar year 2021 in its press release announcing its financial results for the quarter ended June 30, 2021, (iv) the then present calendar quarter in October 2021 in its press release announcing its financial results for the quarter ended September 30, 2021 and (v) the then present calendar quarter in January 2022 and the full calendar year 2022 in its press release announcing its financial results for the quarter ended December 31, 2021. Other than the types of publicly disclosed financial guidance discussed above, the Company has not in the ordinary course made public disclosures regarding prospective financial projections for periods beyond then present calendar quarter or calendar year due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates.

During the normal course of business planning, the Company’s management team prepares, for internal use, certain unaudited prospective financial information which summarizes the Company’s business plans for the current calendar year (the “AOP”), and presents a summary of this financial information to the Company Board for discussion, usually in January or February of every year. In connection with the preparation of the AOP, the Company’s management team evaluates business prospects, develops certain operating and financial assumptions, and sets performance goals. Preparatory work for the AOP includes input from sales as to revenue objectives by customers, from product marketing as to product planning for key

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markets, from research and development as to product development plans, including engineering resources, from human resources as to headcount requirements and salary and other benefits plans, from operations as to front-end and back-end semiconductor manufacturing capacity and cost, and from senior managers in terms of operational scenarios that should be taken into account. The Company’s publicly disclosed annual financial guidance is based on the financial summary from the AOP adjusted for risk factors and market trends that management believes are relevant. The Company’s management team may also prepare multiple-year revenue objectives for discussions with the Company Board as it did in February 2021 and January 2022.

In order to provide forward looking business, operational and financial information in connection with the evaluation of the Merger and the other indications of interest received in the course of the Company’s strategic alternative review process, during the first calendar quarter of 2022, the Company developed certain unaudited prospective financial information including five-year business, operational and financial forecasts, which are summarized in the below table (the “Company Financial Projections”). The Company provided the Company Financial Projections (a) to the Company Board, in connection with its evaluation of the Merger and the other indications of interest received in the course of the Company’s review process, (b) to Goldman Sachs for purposes of its financial analysis and opinion described under the caption “The Merger — Opinion of Goldman Sachs (Asia) L.L.C., the Company’s Financial Advisor”, and (c) except with respect to the information related to net income and unlevered free cash flow, to Parent, in connection with its evaluation of the Merger, and to Bidder A and Bidder B in connection with their respective interest in acquiring the Company. In developing the Company Financial Projections, the Company made assumptions including with respect to general industry, business, economic, regulatory, litigation, geopolitical, market and financial conditions and company-specific factors relating to sales projections, price trends and product mix, cost and availability of third-party foundry, assembly and testing services, availability and cost of engineering resources and other operating expenditure items, tax plans, working capital, and capital expenditure, and other non-company-specific factors such as inflation and currency fluctuations, all of which are difficult to predict, and many of which are beyond the Company’s control. Although the Company Financial Projections are based on multiple-year revenue objectives discussed with the Company Board in January 2022, the Company Financial Projections were developed with a different scope, for a different purpose and at a different time than such objectives. Additionally, the Company Financial Projections were developed with a different basis than the Company’s statements and/ or reports to the public as to the Company’s forward looking and / or current and / or past performance. The Company Financial Projections were therefore updated solely in connection with the evaluation of the Merger and the Company’s review process, and do not, and were not intended to, update or revise any of the Company’s public statements and / or reports as to its forward looking and / or current and / or past performance. The Company Financial Projections were prepared on a stand-alone basis and therefore do not include any transaction-related expenses nor do they reflect any effect of an acquisition of the Company by Parent, any of its affiliates or any other party or other strategic transaction involving the Company. The below table is a summary of the Company Financial Projections.

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Company Financial Projections

	Year ended December 31,
($ in millions, except where noted)	2022			2023			2024			2025			2026
Revenue		$	1,158		$	1,391		$	1,600		$	1,756		$	1,850
Year-over-year growth (%)			26%			20%			15%			10%			5%
Gross Profit			579			693			796			880			948
Gross Profit Margin (%)			50%			50%			50%			50%			51%
Non-GAAP Operating Income(1)			347			422			485			528			556
Non-GAAP Operating Income Margin (%)			30%			30%			30%			30%			30%
Non-GAAP Net Income(2)			280			340			392			429			452
Non-GAAP Net Income Margin (%)			24%			24%			25%			24%			24%
Non-GAAP EBITDA(3)			366			443			513			565			598
Non-GAAP EBITDA Margin (%)			32%			32%			32%			32%			32%
Unlevered Free Cash Flow(4)			139			131			230			319			363

(1)

Represents GAAP operating income adjusted to exclude the impact of stock based compensation.

(2)

Represents GAAP net income adjusted to exclude the impact of stock based compensation post subtracting the effective tax rate of 20% for fiscal years 2022 through 2026.

(3)

Represents GAAP net income adjusted to exclude interest, taxes, depreciation, amortization and stock-based compensation.

(4)

Unlevered free cash flow is a non-GAAP financial measure and was calculated by the Company’s management and approved by the Company Board, using the Company Financial Projections and certain prospective financial information provided by the Company by beginning with earnings before interest and taxes (EBIT), adding depreciation and amortization, and subtracting (a) unlevered taxes, (b) capital expenditures and (c) increases in net working capital. Unlevered free cash flow includes stock based compensation.

Cautionary Statements Regarding the Company Financial Projections

The Company Financial Projections are unaudited and were developed solely in connection with the evaluation of the Merger and the other indications of interest received in the course of the Company’s review process, and should be read together with the historical financial statements of the Company, which have been filed with or furnished to the SEC and incorporated in this proxy statement/prospectus, and the other information regarding the Company contained elsewhere or incorporated in this proxy statement/prospectus. See the section of this proxy statement/prospectus captioned “Where You Can Find More Information.” Although presented with numerical specificity, the Company Financial Projections were prepared in the context of numerous variables, estimates, and assumptions that are inherently uncertain and in large portions are beyond the control of the Company, and which may prove not to have been, or to no longer be, accurate. Although considered reasonable by the Company’s management and the Company Board as of the date of their preparation and approval, the Company Financial Projections are subject to many risks and uncertainties. The Company Financial Projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Company Financial Projections do not purport to present financial information in accordance with GAAP. Deloitte & Touche, the Company’s independent registered public accounting firm, has not examined, compiled or otherwise applied or performed any procedures with respect to the Company Financial Projections, nor has it expressed any opinion or given any form of assurance with respect to such information or their reasonableness, achievability or accuracy, and accordingly, such independent registered public accounting firm assumes no responsibility for them and disclaims any association with the Company Financial Projections.

	Page
EFFECT OF THE MERGER		50
EFFECT ON THE COMPANY IF THE MERGER IS NOT COMPLETED		50
MERGER CONSIDERATION		51
BACKGROUND OF THE MERGER		51
PARENT’S REASONS FOR THE MERGER		63
THE COMPANY’S REASONS FOR THE MERGER AND RECOMMENDATION OF THE COMPANY BOARD		66
COMPANY UNAUDITED PROSPECTIVE FINANCIAL INFORMATION		71
COMPANY FINANCIAL PROJECTIONS		73
OPINION OF GOLDMAN SACHS (ASIA) L.L.C., THE COMPANY’S FINANCIAL ADVISOR		74
INTERESTS OF THE COMPANY’S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER		79
FINANCING OF THE MERGER		82
CLOSING AND EFFECTIVE TIME		82
DISSENTERS’ RIGHTS		83
TAX CONSEQUENCES OF THE MERGER		84
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		84
CAYMAN ISLANDS TAX CONSEQUENCES		87
REGULATORY APPROVALS REQUIRED FOR THE MERGER AND OTHER REGULATORY FILINGS		87
COMPARISON OF SHAREHOLDERS’ AND STOCKHOLDERS’ RIGHTS		88
THE MERGER AGREEMENT		98
TREATMENT OF COMPANY EQUITY AWARDS		100
EMPLOYEE BENEFITS		111
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION		119
FUTURE SHAREHOLDER PROPOSALS		133
LEGAL MATTERS		134
MISCELLANEOUS		137
SIGNATURES		II-5
Annex A – Merger Agreement
Annex B – Cayman Islands Companies Act (2022 Revision) – Section 238
Annex C – Opinion of Goldman Sachs (Asia) L.L.C., the Company’s Financial Advisor