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Subsequent Event Subsequent Event (Notes)
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12 Months Ended |
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Dec. 31, 2014
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| Subsequent Events [Abstract] | |
| Subsequent Events |
11. Subsequent Events
Acquisition of Entropic Communications, Inc.
On February 3, 2015, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Entropic Communications, Inc., a Delaware corporation (“Entropic”), Excalibur Acquisition Corporation, a Delaware corporation (“Excalibur”), and Excalibur Subsidiary, LLC, a Delaware limited liability corporation (“ESLLC”). Pursuant to the Merger Agreement, Excalibur will merge with and into Entropic with Entropic continuing as the surviving corporation and as the Company's wholly-owned subsidiary. As soon as practicable after such merger, the surviving corporation in the first merger will merge with and into ESLLC with ESLLC continuing as the surviving company and as the Company's wholly-owned subsidiary. Under the terms of the Merger Agreement, at the effective time of the merger (as defined in the Merger Agreement), each outstanding share of Entropic common stock will be converted into the right to receive 0.2200 of a share of the Company's Class A common stock, $0.001 par value, and $1.20 in cash, without interest. The merger transactions are subject to the separate approvals of the stockholders of the Company and Entropic, regulatory approvals, and other customary closing conditions.
Entropic Communications Merger Litigation
The Delaware Actions
Beginning on February 9, 2015, a number of stockholder class action complaints were filed in the Court of Chancery of the State of Delaware on behalf of a putative class of Entropic Communications, Inc. (“Entropic”) stockholders and naming as defendants Entropic, the board of directors of Entropic, MaxLinear, Excalibur Acquisition Corporation, and Excalibur Subsidiary, LLC. Langholz v. Entropic Communications, Inc., et al., C.A. No. 10631-VCP (Del. Ch. filed Feb. 9, 2015); Tomblin v. Entropic Communications, Inc., et al., C.A. No. 10632-VCP (Del. Ch. filed Feb. 9, 2015); Crill v. Entropic Communications, Inc., et al., C.A. No. 10640-VCP (Del. Ch. filed Feb. 11, 2015); Wohl v. Entropic Communications, Inc., et al., C.A. No. 10644-VCP (Del. Ch. filed Feb. 11, 2015); Parshall v. Entropic Communications, Inc., et al., C.A. No. 10652-VCP (Del. Ch. filed Feb. 12, 2015); Saggar v. Padval, et al., C.A. No. 10661-VCP (Del. Ch. filed Feb. 13, 2015); Respler v. Entropic Communications, Inc., et al., C.A. No. 10669-VCP (Del. Ch. filed Feb. 17, 2015); Gal v. Entropic Communications, Inc., et al., C.A. No. 10671-VCP (Del. Ch. filed Feb. 17, 2015); Werbowsky v. Padval, et al., C.A. No. 10673-VCP (Del. Ch. filed Feb. 18, 2015); and Agosti v. Entropic Communications, Inc., C.A. No. 10676-VCP (Del. Ch. filed Feb. 18, 2015). The complaints generally allege that, in connection with the proposed acquisition of Entropic by MaxLinear, the individual defendants breached their fiduciary duties to Entropic stockholders by, among other things, purportedly failing to take steps to maximize the value of Entropic to its stockholders and agreeing to allegedly preclusive deal protection devices in the merger agreement. The complaints further allege that Entropic, MaxLinear, and/or the merger subsidiaries aided and abetted the individual defendants in the alleged breaches of their fiduciary duties. The complaints seek, among other things, an order enjoining the defendants from consummating the proposed transaction, an order declaring the merger agreement unlawful and unenforceable; in the event that the proposed transaction is consummated, an order rescinding it and setting it aside or awarding rescissory damages to the class, imposition of a constructive trust; damages; and/or attorneys’ fees and costs.
The California Actions
Beginning on February 10, 2015, two stockholder class action complaints were filed in the Superior Court of the State of California County of San Diego on behalf of a putative class of Entropic stockholders and naming as defendants Entropic, the board of directors of Entropic, MaxLinear, Excalibur Acquisition Corporation, and Excalibur Subsidiary, LLC. Krasinski v. Entropic Communications, Inc., et al., Case No. 37-2015-00004613-CU-SL-CTL (Cal. Super. Ct. San Diego Cnty. filed Feb. 9, 2015); and Khoury v. Entropic Communications, Inc., et al., Case No. 37-2015-00004737-CU-SL-CTL (Cal. Super. Ct. San Diego Cnty. filed Feb. 11, 2015). The complaints generally allege that, in connection with the proposed acquisition of Entropic by MaxLinear, the individual defendants breached their fiduciary duties to Entropic stockholders by, among other things, purportedly failing to take steps to maximize the value of Entropic to its stockholders and agreeing to allegedly preclusive deal protection devices in the merger agreement. The complaints further allege that MaxLinear and the merger subsidiaries aided and abetted the individual defendants in the alleged breaches of their fiduciary duties. The complaints seek, among other things, an order enjoining the defendants from consummating the proposed transaction, an order rescinding, to the extent already implemented, the proposed transaction or any of its terms, or granting the class rescissory damages, damages, and attorneys’ fees and costs.
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