Silicon Motion Technology Corporation today disclosed additional details regarding MaxLinear's termination of its May 5, 2022 agreement to acquire the Company (the "Merger Agreement"). As previously disclosed, MaxLinear's July 26, 2023 notice of termination did not contain a factual basis for MaxLinear's claim that it was not obligated to close its acquisition of the Company because the Company's business had suffered a material adverse effect (as such term is defined under Delaware law (an "MAE")) and the Company had failed to operate its business in the ordinary course after the Merger Agreement was signed.

In the 15 months following the signing of the Merger Agreement, MaxLinear never once asserted, prior to sending its July 26, 2023 notice of termination, that there had been a material breach of the Merger Agreement, nor did it or its representatives ever mention an MAE or a breach of the ordinary course covenant.