GALILEO TECHNOLOGY LTD
425, 2001-01-19
SEMICONDUCTORS & RELATED DEVICES
Previous: MIRENCO INC, SB-2/A, EX-23.2, 2001-01-19
Next: VASOGEN INC, 6-K, 2001-01-19


<PAGE>   1
                                       Filed by Marvell Technology Group Ltd.
                                       Filed pursuant to Rule 425 under the
                                       Securities Act of 1933 and Rule 14a-12
                                       under the Securities Exchange Act of 1934
                                       Subject Company: Galileo Technology Ltd.
                                       Commission File No.: 333-50206

The following is a joint press release disseminated by Marvell Technology Group
Ltd and Galileo Technology Ltd. on January 19, 2001

================================================================================



       MARVELL TECHNOLOGY GROUP LTD. AND GALILEO TECHNOLOGY LTD. ANNOUNCE
                     SHAREHOLDER APPROVAL OF PENDING MERGER

Sunnyvale, Calif. (January 19, 2001) - Marvell Technology Group Ltd. (NASDAQ:
MRVL) and Galileo Technology Ltd. (NASDAQ: GALT) today announced that each
company had received shareholder approval of the pending merger of Marvell's
wholly owned subsidiary Toshack Acquisitions Ltd. (Toshack) into Galileo,
whereby Galileo will become a wholly owned subsidiary of Marvell. Each of
Marvell, Toshack and Galileo's shareholders approved the agreement of merger
between the companies at their respective shareholder meetings held on January
18, 2001. Marvell and Galileo expect that the merger will close on Sunday,
January 21, 2001, pursuant to the provisions of the merger agreement and the
merger provisions of the Israeli Companies Law. Since the parties anticipate
that the merger will be consummated on January 21, 2001, shares of Galileo shall
cease trading after the close of the market on Friday, January 19, 2001.

In the merger, each ordinary share of Galileo will be converted into the right
to receive 0.674 shares of Marvell common stock. Shortly after the merger is
effective, materials will be mailed to Galileo shareholders along with a letter
of transmittal, which will instruct Galileo shareholders how to exchange their
shares of Galileo for shares of Marvell.

ABOUT MARVELL

Marvell comprises Marvell Technology Group Ltd. (MTGL) and its subsidiaries,
Marvell Semiconductor Inc. (MSI), Marvell Asia Pte Ltd. (MAPL) and Marvell Japan
K.K. (MJKK). On behalf of MTGL, MSI designs, develops and markets integrated
circuits utilizing proprietary Communications Mixed-Signal Processing (CMSP) and
digital signal processing technologies for communications signal processing
markets. MAPL is headquartered in Singapore and is responsible for Marvell's
production and distribution operations. As used in this release, the terms
"Company" and "Marvell" refer to the entire group of companies. The Company
applies its technology to the extreme broadband communications market where its
products are used in network access equipment to provide the interface between
communications systems and data transmission media. MSI is headquartered at 645
Almanor Ave., Sunnyvale, Calif., 94085; phone: (408) 222-2500, fax: (408)
328-0120.

ABOUT GALILEO

Galileo Technology Ltd., a market leader in communications systems on silicon,
is one of the semiconductor industry's fastest growing suppliers of complex,
high-performance, integrated circuit devices serving the needs of the LAN, MAN,
and WAN markets. Galileo is organized around two principal product groups:
Internetworking Products, consisting of system controllers and WAN
communications controllers, and Switching Products, which consists of switched
Ethernet controllers

<PAGE>   2

and switched PoS/ATM controllers. Galileo's products form the heart of many
advanced communications systems built by leading OEMs, such as Accton, Alcatel,
Cabletron, and Cisco Systems.

FORWARD-LOOKING INFORMATION:

This press release may contain forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These statements are based on the current expectations or beliefs of
Marvell's and Galileo's management and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. The forward-looking statements
contained in this release address the expected consummation of the strategic
business combination of Marvell and Galileo. There is a risk that the
transaction may not be consummated due to inability to meet conditions imposed
for consummation of the merger, among other matters. For other factors that
could result in the failure to consummate the business transaction, please see
the "Risk Factors" section of the joint proxy statement/prospectus filed as part
of Marvell's Registration Statement on Form S-4 relating to business combination
between Marvell and Galileo filed December 12, 2000, Marvell's Quarterly Report
on Form 10-Q for the quarter ended October 31, 2000, and Galileo's most recent
report on Form 20-F filed with the SEC.

WHERE YOU CAN FIND ADDITIONAL INFORMATION:

Security holders may obtain a free copy of the proxy statement/prospectus filed
as part of the Marvell Registration Statement on Form S-4 at the SEC's website
at www.sec.gov or at the SEC's public reference room located at 450 Fifth
Street, NW, Washington D.C. 20549 or at one of the SEC's other public reference
rooms in New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. The joint
proxy statement/prospectus may also be obtained by contacting Marvell,
Attention: George Hervey, Chief Financial Officer, 645 Almanor Ave., Sunnyvale,
CA 94085, (408) 222-2500; and/or Galileo, Attention: Mike Tate, Chief Financial
Officer, 142 Charcot Ave., San Jose, CA, 95131, (408) 367-1400, ext. 244.

CONTACT:

Marvell Technology Group Ltd.
George Hervey, (408) 222-2500
[email protected]

or

Galileo Technology Ltd.
Mike Tate, (408) 367-1400 Ext. 244
[email protected]

Top Judgements:
Palmer v. Teva Canada Ltd. | Aug 12, 2022
Janssen Inc. v. Sandoz Canada Inc. | May 31, 2022
Markowich v. Lundin Mining Corporation | Jan 6, 2022
Canada (National Revenue) v. Ghermezian | Feb 23, 2022
Canadian Union of Public Employees, Local Unions 835 v South Shore District Health Authority | Jan 17, 2015
Arctic Cat Inc. v. Bombardier Recreational Products Inc. | Sep 16, 2016
Canadian Airport Workers Union v Goodwill Industries | Mar 4, 2022
Cassan v. The Queen | Sep 8, 2017
Toronto Professional Fire Fighters’ Association, I.A.A.F. Local 3888 v City of Toronto | Aug 26, 2022
Cambie Surgeries Corporation v. British Columbia (Attorney General) | Sep 10, 2020
Cowichan Tribes v Canada | Jun 3, 2022
Brain cancer (glioblastoma multiforme) | ONWSIAT Decision No. 1642/21 | Jul 18, 2022
Konicek v Vantown Infrastructure Invesco Inc. | Sep 9, 2022
C.S.S. Office Furniture Systems Service Inc. v Burns | Aug 11, 2022
Saskatoon Co-operative Association Limited v United Food and Commercial Workers | Aug 15, 2022
Old Lakeshore Inc. v City of Burlington | Sep 2, 2022
Tietz v. Affinor Growers Inc. | Sep 13, 2022
Efficiencyone (E1) | Sep 6, 2022
President's Choice Bank v. The Queen | Jul 19, 2022
First Global Data Ltd | Sep 15, 2022
Rayonier v Unifor, Locals 256 and 89 | Aug 11, 2022
Alberta Workers’ Compensation Appeals Commission | Decision No. 2021-0334 | Jul 14, 2022
Metrowest Developments Ltd v Flynn Canada Ltd | Sep 14, 2022
R. v. Cameron | Jul 15, 2022
Functional Servicing and Stormwater Management | Jul 28, 2022
101034761 Saskatchewan Ltd. v Mossing | Aug 24, 2022
Waste Control Services Inc. v International Union of Operating Engineers, Local No. 115 | Aug 12, 2022
RJM56 Holdings Inc. c. Bazinet | Aug 17, 2022
Sherwood v The Owners, Strata Plan VIS 1549 | Aug 9, 2022
WCAT Decision A2001487 | Aug 8, 2022
City of Hamilton v Ontario Water Employees’ Association | Sep 12, 2022
Century Services Corp. v. LeRoy | Jul 8, 2022
United Food and Commercial Workers, Local 175 v Metro Ontario Inc. | Jul 4, 2022
Langmaid’s Island Corporation v Lake of Bays | Sep 12, 2022
WCAT Decision A2102416 | Jul 22, 2022
Inquiry about McAbee Fossil beds | Jul 14, 2022
1088558 Ontario Inc. v. Musial | Sep 16, 2022
Biogen Canada Inc. v. Pharmascience Inc. | Aug 8, 2022
CIC Management Services Inc. v City of Toronto | Jul 21, 2022
Bonterra Energy Corp v Rosells’ Enterprises Ltd | Aug 31, 2022
WCAT Decision A2100606 | Aug 17, 2022
Leffler v Aaron Behiel Legal Professional Corporation | Jun 30, 2022
Espartel Investments v. MTCC No. 993 | Aug 19, 2022
Onespace Unlimited Inc. v. Plus Development Group Corp. | Sep 19, 2022
Professional Institute of the Public Service of Canada v. Canada Revenue Agency | Jun 23, 2022
Community Savings Credit Union v. Bodnar | Jul 29, 2022
Galperti SRL v F.I.A.L. Finanziaria Industrie Alto Lario S.P.A | Jun 30, 2022
WCAT Decision A2102352 | Jul 6, 2022
WCAT Decision A2102306 | Jul 25, 2022
Thrive Capital Management Ltd. v. Noble 1324 Queen Inc. | Jul 12, 2022
Questor Technology Inc v Stagg | Sep 8, 2022
MediPharm v. Hexo and Hwang | Jul 25, 2022
Immunization rates & vaccine hesitancy | Aug 17, 2022
Morabito v. British Columbia Securities Commission | Aug 12, 2022
Killeleagh v Mountain View County (Development Authority) | Aug 24, 2022
Quality Control Council v Stanley Inspection Canada Ltd. | Sep 9, 2022
British Columbia Investment Management Corporation | Aug 17, 2022
Abbeylawn Manor Living Inc. v Sevice Employees International Union, Local 1 Canada | Jul 5, 2022
Windrift Adventures Inc. et al. v. Chief Animal Welfare Inspector | Aug 18, 2022
Irani and Khan v. Registrar, Motor Vehicle Dealers Act | Jul 14, 2022
CP REIT Ontario Properties Limited v City of Toronto | Aug 12, 2022
Potash Corporation of Saskatchewan Inc. v. The Queen | Jul 7, 2022
Wong v. Pretium Resources Inc. | Jul 22, 2022
Labourers' International Union of North America, Local 183, Union v Mulmer Services Ltd. | Aug 5, 2022

© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission