Greetings, and welcome to the MaxLinear acquisition of Silicon Motion conference call. At this time, all participants are in listen-only mode. A brief question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Nicholas Aberle, VP of Finance. Thank you, sir. You may begin. Thank you, operator. Good morning, everyone, and thank you for joining us on today's conference call to discuss MaxLinear's announcement of a definitive agreement to acquire Silicon Motion. Today's call is being hosted by Dr. Kishore Seendripu, Chief Executive Officer, and Steve Litchfield, Chief Financial Officer and Chief Corporate Strategy Officer. After our prepared remarks, we will take questions. Our comments today include forward-looking statements within the meaning of applicable securities laws, including statements relating to the anticipated benefits of the acquisition, anticipated performance of the combined company, growth trends in the semiconductor industry and our target end markets, expectations that the acquisition will be accretive, and the timing of the closing of the acquisition. These forward-looking statements involve substantial risks and uncertainties, including, but not limited to, the risk that the potential benefits sought in the acquisition might not be fully realized, the possibility that the acquisition might not be consummated or the consummation might be unduly delayed, and the effect of a public announcement of the acquisition on sales and operating results. More information on these and other risks is outlined in the Risk Factors section of our recent SEC filings, including our Form 10-Q for the quarter ended March 31st, 2022. Any forward-looking statements are made as of today, and MaxLinear has no obligation to update or revise any forward-looking statements. The press release announcing the definitive agreement and a presentation outlining the transaction are both available in the investor relations section of our website at maxlinear.com. Lastly, this call is also being webcast, and a replay will be available on our website for two weeks. Now, let me turn the call over to Kishore Seendripu, Chief Executive Officer of MaxLinear. Thank you, Nick, and good morning, everyone. We are very excited to announce that MaxLinear has reached a definitive agreement to acquire Silicon Motion in a cash and stock transaction that values the combined company at $8 billion in enterprise values. This strategic combination creates transformative scale, a highly expansive and diverse technology portfolio, and doubles MaxLinear's total addressable market to $15 billion. Our comprehensive operational scale will not only expand our profitability, but also benefit all of our stakeholders, first and foremost of whom are our customers, employees, shareholders, and suppliers. Before going any further, I wanna take the opportunity to salute and congratulate Silicon Motion's employees and management for their passionate culture of engineering excellence and for pioneering world-class core technologies that have powered the rapid growth of and the transition to solid-state storage devices. I am personally thrilled to welcome Silicon Motion into our family. I also want to assure Silicon Motion's extensive customer base that together we are committed to the continued development of leading storage technology solutions for their needs. We are bullish on the semiconductor industry and the long-term growth prospects of our combined target end markets, where we have leadership positions today. On the technology front, both companies have driven significant innovation in our respective markets for the past decade, rapidly growing from fledgling startups to billion-dollar-plus annual revenues individually. With a combined IP portfolio exceeding 4,000 patents, $400 million plus in cumulative R&D scale over the last 12 months, and roughly 3,000 employees plus, with 75% in core engineering, our capabilities and market reach will rival the best in the industry. Both MaxLinear and Silicon Motion have truly complementary technology offerings built on advanced geometry CMOS manufacturing process roadmap. Silicon Motion's comprehensive storage technology solutions, combined with our extensive portfolio of RF, analog, mixed-signal digital communications, and network processor system-on-chip capabilities, will enable us to capture end-to-end platform functionality across our unified customer base and target end markets. At the same time, access to advanced CMOS process technology nodes and production capacity has become extremely critical for the future of fabless companies. We both have to become strategically important and meaningful to the semiconductor manufacturing supply chain, so the merger of our businesses will address our critical imperative of strategic relevance to our common advanced semiconductor manufacturing supplier base. Together, we currently ship over 1 billion devices annually and growing. Our increased combined operation scale will benefit us and our customers as we push for increased capacity commitments from our manufacturing partners to support our long-term growth. As you know, more than three years ago, we embarked on our ongoing long-term strategic product investment roadmap to penetrate the large and rapidly growing high-value 5G wireless cloud data center and the network edge infrastructure markets. Our infrastructure revenues are growing steadily, ending Q1 at an annualized run rate well above $100 million. Our infrastructure product portfolio now spans 5G wireless access and backhaul, 400- and 800-Gb PAM4 DSP optical transceivers for hyperscale data centers and server power management solutions. Alongside, we have been investing in storage data reduction and security hardware accelerators or DPUs for enterprise storage. Silicon Motion's comprehensive SSD storage controller product portfolio readily addresses a rapidly growing $2 billion enterprise edge and data center storage market. For the past few years, Silicon Motion has also made substantial investments in mainstream and high-end enterprise and cloud storage solutions. By combining both our assets and leveraging MaxLinear's strong enterprise and cloud data center customer relationships, we can accelerate our revenues and penetration into these large, secular, high-value long-term growth markets. Silicon Motion has established technology leadership in the storage controller market. The deep storage controller expertise, state-of-the-art firmware algorithms, and an impressive customer base of leading NAND flash manufacturers lends immediate credibility to our ability to address enterprise data center, industrial, automotive, and IoT storage controller applications. These diversified end users of storage controllers represent a $5 billion addressable market in 2021, which is rapidly growing to $8 billion in 2026. The key drivers of this growth are the increased adoption of solid-state drives, rising demand for cloud-based storage solutions, the proliferation of IoT, and a steady transition away from captive controllers to merchant solutions. Silicon Motion's storage portfolio, combined with MaxLinear's own expansive communications technology platform, spanning broadband access, connectivity, network infrastructure, and industrial markets, positions us extremely well to be a leader across multiple end markets with significant growth in revenue and customer platform content. In summary, we are very excited to welcome the Silicon Motion team to MaxLinear. Our combined organization will drive $2 billion+ in revenues annually, immediately ranking us among the top 10 largest fabless semiconductor companies. We will have the enhanced scale to develop IP, drive manufacturing supply chain synergies, diversify our revenue across multiple markets, and accelerate penetration into industrial and enterprise cloud markets. With that, let me turn the call over to Steve Litchfield, our Chief Financial Officer and Chief Corporate Strategy Officer, to discuss the specifics of the transaction and its financial implications. Steve? Thank you, Kishore. To echo Kishore's comments, we're extremely excited to be announcing this transformative deal, which enhances our operational scale, diversifies our end market opportunity with new leadership position, and accelerates our strategic infrastructure growth. In addition to this compelling strategic rationale, the business combination will be highly accretive to operating income, operating margin, earnings per share, and free cash flow. Now for the specifics on the transaction structure and financials. Under the terms of the definitive agreement, the fully equity purchase of Silicon Motion will be for $114.34 per ADS, or $3.8 billion, which implies a 41% premium to yesterday's market value. The transaction consideration will consist of $93.54 in cash and 0.388 shares of MaxLinear stock for each Silicon Motion ADS. Upon closing of the transaction, MaxLinear shareholders will own approximately 86% of the combined company, and Silicon Motion stockholders will own approximately 14% of the combined company. MaxLinear intends to fund the $3.1 billion of cash consideration with cash on hand from the combined companies and fully committed debt financing from Wells Fargo Bank. Looking at the combined pro forma EBITDA, including synergies for the period ending March 31st, 2022, our gross leverage ratio will be approximately 4.5x, and we expect gross leverage will be below 4 x at transaction close. We are firmly committed to rapid deleveraging post-close, driven by growth in free cash flow to prepay debt and expansion of EBITDA. The transaction is not subject to any financing condition and is expected to close by the first half of calendar 2023, pending regulatory approvals in various jurisdictions and other customary closing conditions. Looking at the combined pro forma financials, we expect this transaction to be very accretive and will result in a highly profitable long-term operating model. Combined revenue for the trailing twelve months ended March 31st, 2022 was $1.93 billion, with a non-GAAP gross margin of 58% and EBIT margin of 35%. We are targeting cost synergies of $100 million spread across COGS and OpEx to be realized over 18 months following the close of the transaction. This results in expectation that the combination will be highly accretive to operating income, operating margin, earnings per share, and free cash flow. More specifically, we believe the transaction will be at least 25% accretive to non-GAAP earnings per share 18 months after close. In summary, we believe this transaction represents an outstanding outcome for our stakeholders, including employees, shareholders, customers, and suppliers. This is a strategic combination of complementary entities that enhances scale materially, positions the company for continued long-term profitable growth, and drives meaningful accretion. With that, I'd like to open up the call for questions. Operator? Thank you. At this time, we will conduct a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Once again, that's star one at this time. One moment while we poll for our first question. Our first question comes from Quinn Bolton with Needham & Company. Please proceed. Congratulations on the announcement. First question, just kind of housekeeping. For the regulatory approval, can you list which geographies you'll need approval? I assume China is included. Thoughts on SAMR approval. Yeah, Quinn. Good to talk to you. Yeah, so there are various jurisdictions. You are correct. SAMR is probably the lone pole in the tent. But we do remain very confident that we'll get this closed. As you're familiar, there's not a tremendous amount of overlap from an antitrust perspective. We're confident that we'll finish this in the first half of next year. Great, Steve. The second question is, you've talked about $100 million of synergies. Wondering if you could give us some sense, how does that split between OpEx and COGS? To the extent a lot of it comes out of OpEx, it looks like both companies are pretty lean on the SG&A side. I'm wondering, will there be any material savings from the R&D lines? Yeah. We do see that split out about 70/30. The OpEx will be about $70 million of that 100, and $30 million will come from COGS. Naturally, I mean, what we're excited about, and Kishore shared it in his prepared remarks, I mean, the scale that comes from the transaction is very impressive. We're very excited about the amount of wafers, the amount of, you know, kind of backend capacity that we start to consume. That clearly, I think, helps us. You'll start to see, you know, volumes that are four times bigger than what we're doing today. That's really exciting for us. On the OpEx side, yeah, I mean, there'll be some synergies. Naturally, we've got two large companies that will have some overlap in most all of your functions, so we'll be able to benefit from that as well. I don't feel like we're being overly aggressive, you know, versus other comparable transactions and other ones that we've done in the past. Great. Then the last quick one for Kishore. Obviously, Silicon Motion has today a fair amount of consumer exposure, in both cell phones and I think the client side of SSDs. How do you feel about sort of that, you know, picking up that consumer exposure, especially with some of the recent data points around smartphones and consumer PCs that have softened a bit? Thank you. Thank you, Quinn, for that question. Obviously, that is a leadership strength where they are in storage controllers. You know, from our own experience, right, to be a leader in consumer markets takes a certain level of genetic fortitude and execution excellence that is core to what the company's values are. Having said that, they've been investing for the last few years on their own enterprise cloud storage data markets. They have been diversifying their revenues to include these higher long-term secular growth trend markets. We cannot forget that the single biggest spend inside the infrastructure markets is really storage, whether it's hyperscale data centers or enterprise. In order to really scale up and really take a common portfolio of assets that combines our own investments in the optical data center space, the edge wireless infrastructure and the, you know, the wired fiber network, be it fiber PON or cable, this is a very complementary asset. Together we'll be more relevant and continue to expand our BOM content on the platforms in the broadband side as well. I really feel that this acquisition is really, you know, a coming of age for MaxLinear and, you know, Silicon Motion together. You have to keep in mind that in the last, you know, couple of decades after Broadcom and Marvell, there's not been a billion-dollar mixed-signal semiconductor company. Today, if you look at a landscape, it'll be MaxLinear, who's the youngest one, along with Silicon Motion, who will be the first, you know, billion-dollar companies. I think the more important you have to look at is the transformative scale. We all know there've been persistent supply chain, you know, constraints to really fuel growth. This is really a strategic imperative for all fabless companies to really scale up to be strategically relevant in the advanced technologies in the fabless model. You know, consumer markets have their own cyclical trends. The infrastructure markets have their own long-term secular growth cycle trends, and broadband operator markets have different trends. What it all adds up to together is a very nice diversified, you know, robust growth roadmap for the company and a trajectory for it. You know, this is a transformational deal for the company, and I'm really super excited for all our employees who have brought us this far with enormous sacrifices, and what a wonderful job everybody has done getting us here. I hope that helps answer the question. Yes. Yes, it does. Thanks, Kishore. Thanks, Quinn. Our next question comes from Tore Svanberg with Stifel. Please proceed. Yes, thank you, and congratulations on this announcement. Kishore, maybe to expand a little bit on what you just mentioned as far as enterprise and cloud. It does seem like, you know, there's more of a platform approach now from some of the companies there. Obviously, you know, as a company, you've been investing heavily there, and storage obviously becomes more and more of an important piece. Just hoping you could add a little bit more color there as far as, you know, your engagement so far with both enterprise and hyperscalers. Is this something that, you know, perhaps some of your customers really invited you to pursue? Tory, absolutely. I did mention for the first time for the last three years, we have been investing in, you know, hardware accelerator and compression, and security, you know, what today people fashionably call DPUs for the enterprise storage market. If you know, a few years ago, we had a press release that talked about our presence in the Dell enterprise, you know, PowerMax platform, for example. There's been a lot of traction and invitation for enterprise for us, and in general, it's a mechanism supply base to provide more hardware-based solutions for really, really fast data access and, you know, both storage compression and decompression, and control is a huge part of that solution. Yes, you're absolutely right, and that's what has gotten excited about us to move forward. We met Wallace and his team on many occasions, and it was a meeting of minds on what is the next phase of growth for both companies. Great. I know this has perhaps been more of a longer term question as it relates to this transaction, but could you talk a little bit about the PCIe Gen 6 technology? Obviously PAM4 has an important role there, but you know, obviously when you add storage too, you know, you could perhaps deliver more of a complete solution. You know, just wondering if you could talk a little bit about if that also was an important part of this transaction. Absolutely. You hit the nail on the head, so to speak, right? We are a mixed signal company, right, with all the expertise for high-speed interfaces. I mean, storage now is no different than any communications platform in terms of the speed requirements, data integrity. Most people do not appreciate the fact that there's the amount of digital processing and error correction, and, you know, encoding and decoding that's there in the storage controller market and even in storage devices. It really all comes together. We have PCIe Gen 5 technologies already within both our companies, and obviously that'll be the next phase of investments. If you really combine all of those investments surrounded by our investments in power management and server power solution, we have a very nicely developing infrastructure portfolio. You know, as long as we continue to grow in our core markets in broadband access, in a wireless infrastructure and the traction today we have in the optical data center, PAM4 DSPs, and the large growth we are seeing with our Ethernet connectivity and interface portfolio in the industrial multi-markets, I think we have an exciting combination of also channel sales expansion with our large sales force that will be a synergy working with Silicon Motion. Great. Just one last one for Steve, perhaps. You talked about this also being a scale deal, especially given the, you know, current supply situation. Can you maybe elaborate a little bit on that? I mean, are you gonna be adding any foundry partners? You know, I assume you already use some of the same foundries. Yeah, if you could maybe expand on how, you know, what kind of advantage this gives you, that would be helpful. Thank you. Yeah, sure, Tory. I kinda mentioned a little bit earlier. First of all, as many of you know, we have a pretty diversified supplier base. We do use several foundry partners today, and that will continue going forward. Now with Silicon Motion, they've got two main foundry partners, and that will give us significant more wafers that we can go and leverage and our importance will grow on that front. I also think that we'll get a lot of back-end synergies as well with the additional capacity that we'll bring. Great. Thank you, and congrats again. Thanks. Thank you. Our next question comes from Gary Mobley with Wells Fargo. Please proceed. Hey, guys. Congratulations on the transaction. Given the geographic differences between the two companies and market differences between the two companies, I would imagine that management and key personnel retention is paramount here. Maybe if you can speak to some of the retention terms that you're negotiating into this transaction. I guess more specifically, Wallace, by traditional terms, is maybe a retirement age. What is his intention in terms of continuing with the combined company? Obviously, Gary, you asked, you know, your questions regarding retention is something I cannot respond, and these are, you know, really confidential matters for the future. Obviously, there's a lot of commitment and meeting of minds. You know, there were other competitors naturally for this acquisition. Clearly, there was, there's a level of meeting of minds and a conviction on both sides that we can really make this happen. There's a natural passion which is common to smaller companies that really drive this transaction together. Obviously we have had conversations with the senior management team at Silicon Motion, and we're very excited that they're really excited about moving forward together and making a difference. With regards to the continuation of leadership, we will have that, and we've also discussed with Wallace when the transaction closes to be in a more what I call participatory advisory position for MaxLinear. That will evolve as we move forward. You know, Wallace is a wonderful person to work with, and so is his management team, and we're really excited to move forward. I wanna give a shout-out to Wallace for really being a warrior to build a billion-dollar company over the last two decades. Gary, I might add just a little bit on the geography. I mean, I think this is a key area for us that we'd like to continue to grow. We have a big footprint in Asia today, and that'll grow that. Our applications support already exists there, and this will provide us with an opportunity to really expand that. Got it. Thank you guys. Steve, with respect to debt terms, approximately what sort of interest rate are you looking at for this? I presume it's $2.7 billion in debt financing. Yeah. We do have debt financing committed. Clearly we'll go to market in the term loan market, so we're looking at those markets right now. I think, you know, 2.5%-3.5%, so four plus 2.5%-3.5% is probably the range we're thinking about. Got it. Thank you, guys. Our next question comes from Ross Seymore with Deutsche Bank. Please proceed. Hi, guys. Thanks for letting me ask a couple questions, and congrats on the big deal. Kishore, I wanna talk a little bit about the combined growth rates of the companies. On one hand, the good news is this massively expands your TAM, diversifies the business in a bunch of good ways. On the other hand, it's a little harder for me to see the synergies, the revenue synergies that exist. That's probably just 'cause I'm missing something. Could you just talk about how fast you think the combined company can grow and where some revenue synergies may exist? You know, thank you, Ross. You know that Silicon Motion has grown very, very aggressively over the last two years, right? I mean, they're, you know, it's almost like they zoomed through for something in the $500 million-$600 million of revenue to $1 billion+ revenue run rate today. That's primarily driven by the penetration of, you know, NAND flash memories across the board, solid state memories, and that penetration will continue to grow. In the slide deck we have attached with the press release, we show the, you know, the penetration rates of solid state, how much it's driving growth in the storage market as well. Being one of the top merchant suppliers in the storage controller market, we believe there's a strong growth forward. Actually, MaxLinear, we have also grown very, very strongly. Our connectivity portfolio is growing extremely strongly. We're entering the fiber PON market, and we have talked about, you know, you know, growth rates in the mid-teens as standalone. While I don't wanna get ahead of where the world is sort of thing, but I don't see why, because there is no sort of dampening of growth rates of either entity, as a part of the combination. We'll continue to grow in the mid-teens is our expectation. You know, at the same time, I believe that the sales opportunities for the storage controller market outside of the client and is really, really under-tapped today in the Silicon Motion case. With our expanded channel presence and sales presence with a large sales force that covers the industrial multi-markets, which is currently at about, you know, somewhere in the $200 million-$300 million of revenues, we can easily bolt on our sales force to sell the storage controllers much more than they're doing today. What that does is it really adds another leg of end growth market for Silicon Motion outside of the client and compute and the infrastructure markets, which is the industrial markets. We are very excited that the growth rate will continue, you know, in the near to long term, as I've told you. I feel if anything reinforces the penetration and growth rates even more for the storage market. Thanks for that. I guess as my follow-up one for Steve. You gave the color on the OpEx or the synergies at $100 million and the 70/30, so I get that. If I just look at the financial structure and the income statement of the two companies, you guys have relatively similar impressive operating margins kind of in the 30% ± range, so that seems logical. The gross margin, however, on the Silicon Motion side is significantly below yours. I know you talked about having the $30 million that roughly speaking you would be able to have synergies on the COGS side of the equation. Is there room longer term to get that gross margin up closer to where you guys are in a more strategic sense? Yeah, Ross. Absolutely. I mean, we're pretty excited about this. If you'll recall, about a year and a half ago, right at two years ago, that we were announcing our previous carve-out acquisition of Intel, and those combined numbers were actually pretty similar. The combined numbers out of the gate were about 57% gross margins. As you look at the numbers today, the combination with the synergies gets you at about 58%. I think it's a really good starting point for us. We've got a great track record of making these improvements. Yes, the synergies will come. We've had a lot of success. I don't think it changes our long-term model of getting back up to the mid-60s%. In the short term, you know, you'll see us with our heads down, focused on getting above the 60% number, first and foremost. With regard to the operating leverage in the model, I mean, clearly, I think both of us have made tremendous improvements over the last couple of years getting leverage. I think that continues. I think we've got a, you know, you've seen that with our business. Our business has definitely grown. Profitability has improved. I think, frankly, you've seen that with the Silicon Motion business as well. We're looking to take that to the next level. Thank you. Our next question comes from Suji Desilva with Roth Capital. Please proceed. Hi, Kishore. Hi, Steve. Congratulations on the transaction. It's been a while since a storage acquisition like LSI or PMC-Sierra, but I'm curious, you know, who you guys see as the competitive landscape for the combined company and the comps. You know, guys like Intel and Nvidia have been focusing on DPUs and FPGAs, and Intel even divested storage. I know it's not quite the same, but I'm just curious, you know, the trend you're seeing, zigging versus zagging and who you see as kind of the competitors as you do this. Yeah. Well, look, I mean, I think you hit the nail on the head. I mean, those competitors that we see today are similar competitors that you've seen us compete against in the past. I mean, it is still Broadcom. It is Marvell. I mean, these are the bigger players. MediaTek, another competitor here that we see a lot in our broadband markets. We've had tremendous success against all of these guys, so building out the portfolio. Talk a lot about, I mean, within the data center, right, Kishore kind of spent a little bit of time about the focus for both of our companies as far as expanding our footprint there. It's a great fit from a technology standpoint now that we've got processor capability, networking capability, and now with storage capability, really builds out that portfolio. Pretty exciting. I think we feel very confident that we can continue to go head-to-head against these guys and grow our business. you know, I really wanna point this out, right? I mean, if you look at the large fabless semiconductor companies, everybody, nobody who's big, you know, is not exposed to a consumer client business. The large markets, but what the beauty it affords is the scale and the operational scale and the technology synergies that really translate into infrastructure markets as well. I mean, our portfolio is not dissimilar to what a Marvell portfolio was about seven years ago. I would dare say their portfolio is even more beautiful than theirs today in terms of the category and the excellence of the products we have in place. we do believe a story like that is a comparable story to how we can be a similarly, you know, excelling company and creating great value for our shareholders. I think there's a parallel story out there that whether it's Broadcom or a Marvell, where these are transformative technology acquisitions. Great. That's helpful color. My follow-up on the Silicon Motion NAND business that has China hyperscaler penetration. Can you remind me if MaxLinear has presence at the China hyperscalers with its portfolio that could start to build a synergistic portfolio? Thanks. You know, obviously, with our large communications infrastructure portfolio, we have, I would say, good strong presence across the globe, and China is a very important market for us as well. We in the optical data, China tends to be a little behind where the U.S. markets are on hyperscale side. The way in which you penetrate the data center markets in the optical PAM4 DSP markets is a little bit behind in terms of where the U.S. is. We do have design win traction and momentum in China. Where we already have established presence is actually in server power sales in the Chinese, you know, server market, and those products do go into the hyperscale hyperscalers in China. Yes, the short answer is yes, we do have a presence in the China hyperscale market. If I could sneak a quick one in for Steve. What was the peak leverage when you bought the Intel asset? I just wanna understand comparing it to the 4.5 you talked about. It was about three times. A little less than three times. Okay, great. Thanks, guys. Congrats again. Thank you. Our next question comes from Ananda Baruah with Loop Capital. Please proceed. Hey, thanks guys for taking the question. Yeah, congrats on this. Two if I could. When do you think the combined companies, Kishore, begin to get what you would call attractive traction, you know, in the enterprise and cloud markets? I have a quick follow-up. You know, obviously, we talked about our own ongoing investments in the storage compression and security, you know, accelerator market. Actually we are already shipping right now and, you know, the timing didn't kind of work out, but we will be doing some announcements in that regard as we move forward into the next 12 months. Obviously, Silicon Motion is already shipping into that market, so we are the one who will come forward with our own story in the next 12 months with some regular updates on where we are on the storage side at an independent level. You gotta keep in mind that this transaction, until it gets approved, our expectation the first half of next year, we have no ability to comment and impinge upon the business conduct of Silicon Motion, so we can only speak for our own business. Understood. What I'm just trying to get a sense of is, you know, kind of when the combined companies' capabilities, you know, might be something you would consider to be a critical mass in those markets, you know, based on what you have visibility to right now. Do you think that's something that could happen, you know, in the first 12-24 months? Absolutely in the 24 months, for sure. Within 12 months, we will not be able to comment on what happens in the next 12 months until our acquisition closes. However, we will have updates on progress on our own and where our investments are resulting yield. I've told you we're already shipping some in the storage market for the enterprise cloud storage space. That's really helpful. My quick follow-up is, I guess like when do you see the first 24 months as being the most key technology synergistic areas between the two companies? There was a number of things, Kishore, that you spoke to in your prepared remarks. What would you consider to be sort of the most key technology and maybe even market leverage areas between the two companies the first 24 months? You know, I'll have to quote Tore's question, right? You've seen these super high speed interconnects that are common between communication platforms. As the world goes more and more internet speeds, right? That is driven by the network edge and the cloud data center markets. There's a convergence of all these high speed interconnect mixed signal technologies that connect the various elements of a full what you will call a network fabric or of those sorts of things. I think there are tremendous synergies out there. Memory no longer is just, you know, data that is being accessed and sent back. It's got very sophisticated DSP technologies that are being implemented to make sure that the cheap memory flash controller storage, as the density increases, the defect rates are dramatically high. There's an enormous amount of technology that goes into algorithms and DSP-based algorithms, you know, information theory that basically improves the yield of NAND flash memories dramatically. One of the things that Silicon Motion has done incredibly well, I would say, is that they have made their controller so robust and generate that they can adapt to any leading NAND flash memory manufacturers, you know, memories and really give consistent performance and yield in terms of, you know, in terms of the product. I think those are the two obvious right away synergies. There's a third piece that's incredibly important, right? I really wanna emphasize this. If you really look at the fabless landscape today and the supplier base, the most important technology relevant companies are actually our foundries. The amount of investment that Let us not get carried away that by how wonderful and beautiful the fabless company business model is. The true technology pioneers are also the fab technology developers. Like I said in my prepared remarks, access to those advanced technologies and the cost of those developments requires pretty sophisticated device technology modeling, internal ability to manage yields with the new FinFET technologies. That's a core technology capability as well, which MaxLinear has always had incredible core competencies in that space. I believe that would be readily applicable to improve your yields and COGS for the combined companies. Lots of great synergy areas that for a technophile like me, it's all exciting and as a big shareholder, I'm even more excited. That's super helpful. Thanks so much, you guys. Appreciate it. Thanks, Ananda. Our next question comes from David Williams with Benchmark. Please proceed. Hey, good morning and congrats on the deal. Thanks. I guess first, maybe on the deleveraging side, can you just kind of speak to your cash flow expectations and kinda how you expect that, the cadence of the reduced there? How do you think about that? Yeah, absolutely, David. I mean, look, as I kinda mentioned a little bit earlier in the prepared remarks, I mean, we do see a lot of progress to really drive operating margins here, and we'll throw off tremendous amount of cash flow. We'll be able to deleverage very quickly. We expect to be below three times within 18 months post-close. Very aggressive deleveraging. You've seen us do this before. We've kinda taken leverage up and paid it down quickly with a whole lot of focus, and that's absolutely what you should expect here. Okay, fantastic. Thanks. Maybe, Kishore, on the portfolio side, just kinda thinking about your total portfolio here. Are there areas that you think you can optimize in terms of maybe, areas that don't make as much sense today with the combined companies? Obviously, whenever such a combination happens, you know, when you're standalone companies, right? At your size, you're always looking for growth vectors. The relevance of a certain space is very different, you know, when you're combined companies. Obviously there's gonna be a portfolio rationalization on both our sides, and we'll pursue meaningful opportunities that are really meaningful for our shareholders and for our growth ambitions. I do believe there will be a portfolio hybridization, rationalization and enhancement at the same time to grow both the companies. The key point is the enhancement part, right? We will really, you know, what I call cross-reinforce each of those product portfolio, both on the SG&A side and at the same time on the R&D development side on the markets. Thanks so much. Our next question comes from Christopher Rolland with Susquehanna. Please proceed. Thanks. Also I wanna echo my congrats on the deal as well. I guess, first of all, I wanna know kinda what were the origins of the tie-up here? Did they approach you? Did you approach them? Was the deal well-shopped? Chris, you ask a dating question. How do we answer that? It's mutual attraction, you know? Obviously we can't get into the details, but this has been a long time coming. You know, we have been engaged for more than two years. This dialogue has been going on for a long time through various channels. Our management has relationships at the high level and at the other layers inside. You have to know that we have a significant presence in Taiwan as a standalone as a company as well. It's really gratifying. You know, Wallace, and he's really what I call heart and soul mate and fellow board member Nelson Dunn. You know, they have been wonderful through this process, and I'm really excited to continue to work with Nelson as a part of my team in the future as this merger moves forward. Great. Other questions that I'm sure the event-driven guys would wanna know. Is there a break fee associated with the deal as well? There is a breakup fee. I mean, you can refer to some of the deal terms, in the filing that we put out this morning. Great. That's it. Thanks, guys. Congrats. Thanks, Chris. Thank you. Our next question comes from Mehdi Hosseini with SIG. Please proceed. Yes. Thanks for taking my question. I cover Silicon Motion, so my question has to do with how did you come up with the valuation that is applied here, given Wallace has over the past nine months talked about $1.5 billion of backlog and improving margin profile? Well, that's an excellent question. Obviously, you have to believe in the future of the combined companies together, right? You know, it is the art of the possible, right? To secure the future, you know. In these inflationary times, like Warren Buffett said, right, we have to do extraordinary things and excel at it. That's the true path to success. I think that's what both of us are focused on, and that's what we got here. Our board of directors have been incredibly supportive. Talking about backlogs, right? Absolutely Wallace is right. If he said it, he's probably more than right. We have also talked about our backlogs being pretty substantially robust that supports the growth rate that will support the deleveraging that Steve talked about. This is as great a time when you have such a strong, robust lead time backlog in the semiconductor industry where you can do a transformative deal like this, right? You have sort of a visibility and a confidence that the backlogs of each of our companies provide to move forward. I would say all of those things came together wonderfully to make this happen. Is there a group of comparable companies that helped you with the valuation given the backlog and expanding margin profile? I really can't address that. Maybe Steve, you have any thoughts on that? You know. Well, I mean, it's the same competitors that I mentioned earlier. I mean, it is a Broadcom, it is a Marvell. I mean, those are the type of companies that, you know, we compete against day in and day out, and we aspire to. I mean, you know, the Inphi multiple that we see, that's what we aspire to every day. That's what we believe. If you look at the P&L and you look at the profitability of our corporation, if you look at double-digit growth rates. I mean, one of the things that we haven't talked much about today is just the excitement around our existing business. I know today's call is really to focus around the Silicon Motion business and the growth prospects. I know you cover Silicon Motion, so you recognize that. You know where that growth profile is going, given some of the new markets that they're exploring. We also have a lot of confidence in our own respective market, and now we're looking to merge those, particularly in the enterprise and data center markets. Thank you, and congrats. Thank you. Thank you. Thank you. At this time, I would like to turn the call back to management for closing comments. Thank you, operator. I really wanna thank you all for joining us today and the exciting MaxLinear journey. We look forward to speaking with you or seeing you in person at one of the four conferences we are attending this quarter. Thank you very much. Once again, I also wanna thank the Silicon Motion management and really want to welcome the entire team into MaxLinear. Thank you very much. Thank you. This does conclude today's teleconference and webcast. Please proceed to disconnect at this time. Thank you.