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May 21, 2020, 8:00 a.m. EDT

Inphi Corporation Announces Private Note Exchanges

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SANTA CLARA, May 21, 2020 (GLOBE NEWSWIRE via COMTEX) -- Inphi Corporation today announced that on May 20, 2020, Inphi entered into separate and privately-negotiated agreements with certain holders of Inphi's outstanding 1.125% Convertible Senior Notes due 2020 (the "2020 Notes") and 0.75% Convertible Senior Notes due 2021 (the "2021 Notes").

Pursuant to the transactions contemplated by these agreements (the "Exchange Transactions"), Inphi has agreed to exchange for cash, representing the principal amount exchanged and accrued and unpaid interest thereon, and shares of Inphi's common stock for approximately $63.5 million in aggregate principal amount of the 2020 Notes and approximately $171.4 million in aggregate principal amount of the 2021 Notes (together, the "Exchanged Notes"). Upon the closing of the Exchange Transactions, Inphi estimates that it will pay an aggregate of approximately $239.8 million in cash for principal, premium and interest and issue approximately 2.5 million shares of common stock for the Exchanged Notes. The foregoing estimates are based on a price of $109.37 per share of common stock, which was the reference price used in the Exchange Transactions. The actual amounts of cash and shares of common stock to be issued are subject to adjustment during an averaging period beginning on May 21, 2020, and could vary substantially depending on changes in the trading price of the common stock during the averaging period.

Inphi expects the closings of the Exchange Transactions to occur on June 1, 2020. Immediately following the closings of the Exchange Transactions, approximately $67.0 million in aggregate principal amount of 2020 Notes and approximately $116.1 million in aggregate principal amount of 2021 Notes will remain outstanding.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the estimated amounts of cash and shares of common stock to be paid or delivered, as applicable, in the Exchange Transactions, Inphi's ability to complete the Exchange Transactions, the closing date of the Exchange Transactions and the amount of notes to be outstanding immediately following the Exchange Transactions. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including risks related to volatility in the trading prices of Inphi's common stock over the averaging period for the Exchange Transactions, whether Inphi will be able to satisfy the conditions required to close the Exchange Transactions, and other risks detailed from time to time in Inphi's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2019 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. All forward-looking statements in this press release are based on information available to Inphi as of the date hereof, and Inphi does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made except as required by law.

        Investor Contact:
        Vernon P. Essi, Jr.
        Corporate Contact:
        Kim Markle


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