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NVIDIA CORP 8-K Report, Material Agreement (Mar 11, 2019)

Reports
Material Agreements·Other Events·Exhibits & Filings
Filing Date
Filed March 11, 2019
Period End
March 10, 2019
Security
NVDA
In the record · 2016–202610-K1110-Q328-K110

NVDA filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 110 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · May ’18May ’18
  2. Deal closed8-K · Jul ’20Jul ’20
  3. Leadership change8-K · Jun ’22Jun ’22
  4. Material agreement8-K · Aug ’26Aug ’26

01—Abstract

Summary

Summary of the 8-K filed March 11, 2019. Cited figures are marked; the original filing is the authoritative source.

NVIDIA Corporation has announced a definitive agreement to acquire Mellanox Technologies Ltd. in an all-cash transaction valued at $6.9 billiona.

The merger agreement, signed on March 10, 2019, will see NVIDIA acquire Mellanox for $125.00b per share. This strategic acquisition aims to significantly enhance NVIDIA's data center and high-performance computing capabilities by integrating Mellanox's leading InfiniBand and Ethernet networking solutions. The transaction is expected to be accretive to NVIDIA's non-GAAP earnings per share in the first year after closing.

The deal is subject to customary closing conditions, including regulatory approvals and Mellanox shareholder approval, and is anticipated to close by the end of 2019. NVIDIA believes this combination will accelerate its data center strategy and drive significant growth.

02—Key points

Key Highlights

  1. NVIDIA to acquire Mellanox Technologies for $6.9 billion in an all-cash deal.
  2. Acquisition price of $125.00 per Mellanox ordinary share.
  3. Strategic move to bolster NVIDIA's data center and high-performance computing offerings.
  4. Mellanox's InfiniBand and Ethernet technology is central to the expected benefits.
  5. Transaction is expected to be accretive to NVIDIA's non-GAAP EPS in the first year post-closing.
  6. Deal is subject to regulatory approvals and Mellanox shareholder vote.
  7. Expected closing date by the end of 2019.

03—Questions

Frequently Asked Questions

  1. What is the primary strategic rationale behind NVIDIA's acquisition of Mellanox?

    NVIDIA is acquiring Mellanox to significantly enhance its data center and high-performance computing (HPC) capabilities. Mellanox's industry-leading InfiniBand and Ethernet networking technology is expected to complement NVIDIA's GPU and accelerated computing platforms, creating a more comprehensive end-to-end solution for data centers.

  2. What is the financial impact of this acquisition on NVIDIA?

    NVIDIA expects the transaction to be accretive to its non-GAAP earnings per share (EPS) in the first full fiscal year following the close of the acquisition. The deal is valued at $6.9 billion, with Mellanox shareholders receiving $125.00 in cash per share.

  3. What are the key conditions for the merger to close?

    The merger is subject to several conditions, including approval by Mellanox shareholders, expiration of waiting periods under antitrust laws such as the Hart-Scott-Rodino Act, receipt of other necessary governmental and regulatory consents and approvals, and other customary closing conditions. The transaction is not subject to a financing condition for NVIDIA.

  4. How will Mellanox equity awards be treated in the transaction?

    Outstanding Mellanox stock options will be converted into the right to receive a cash payment equal to the difference between the $125.00 per share merger consideration and the option's exercise price. Certain Mellanox restricted stock units (RSUs) will be cashed out, while others will be assumed by NVIDIA and converted into NVIDIA RSUs based on an exchange ratio tied to NVIDIA's stock price and the merger consideration.

04—Continue

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