Page 4 of 10 – SEC Filing
Item 1. Security and Issuer
This statement on Schedule 13D (this Statement) is being filed on behalf of the Reporting Persons (as defined in Item 2(a)
below) with respect to the shares of Common Stock, par value $0.0001 per share (the Common Stock) of Exar Corporation, a Delaware corporation (Exar), whose principal executive offices are located at 48720 Kato
Road, Fremont, CA 94538.
Item 2. Identity and Background.
(a) This Statement is being filed jointly on behalf of MaxLinear, Inc., a Delaware Corporation (MaxLinear) and Eagle Acquisition
Corporation, a Delaware corporation and wholly owned subsidiary of MaxLinear (Purchaser).
Schedule I hereto,
with respect to MaxLinear and Schedule II hereto, with respect to Purchaser sets forth lists of all the directors/managers and executive officers or persons holding equivalent positions (the Scheduled Persons) of each such
Reporting Person.
The Reporting Persons have entered into a Joint Filing Agreement, dated March 31, 2017, a copy of which is attached
as Exhibit 99.1 hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Act.
(b) The address of the principal business and principal office of each of the Reporting Persons is c/o MaxLinear, Inc., 5966 La Place Court, Suite 100,
Carlsbad, CA 92008. Schedule I and Schedule II hereto set forth the principal business address of each Scheduled Person.
(c) MaxLinear
is a provider of radio frequency, or RF, and mixed-signal integrated circuits for cable and satellite broadband communications and the connected home, and wired and wireless infrastructure markets. Its high performance RF receiver products capture
and process digital and analog broadband signals to be decoded for various applications. The preceding description of MaxLinear and its business has been taken from MaxLinears Annual Report on Form 10-K
for the fiscal year ended December 31, 2016 and is qualified in its entirety by reference to such Form 10-K. Purchaser is a Delaware corporation incorporated on March 27, 2017 and a wholly owned
subsidiary of MaxLinear. Purchaser was formed solely for the purpose of completing the proposed Offer and Merger and has conducted no business activities other than those related to the structuring and negotiating of the Offer and the Merger.
Purchaser has minimal assets and liabilities other than the contractual rights and obligations related to the Acquisition Agreement. Schedule I and Schedule II hereto set forth the principal occupation or employment of each Scheduled
Person.
(d) During the last five years, none of the Reporting Persons nor any of the Scheduled Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons nor any of the Scheduled
Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f) MaxLinear and
Purchaser are organized under the laws of the State of Delaware. Schedule I and Schedule II hereto set forth the citizenship of each Scheduled Person.
Item 3. Sources and Amount of Funds or Other Consideration
As described in response to Item 4, the shares of Common Stock to which this Statement relates have not been purchased by the Reporting Persons
as of the date of this filing, and thus no funds were used for this purpose.
It is anticipated that the funding for the transactions
contemplated by the Acquisition Agreement (as defined in Item 4 below) (the Transactions) will consist of a combination of cash from the combined balance sheets of MaxLinear and Exar and a term loan facility. JPMorgan Chase Bank,
N.A., Deutsche Bank AG New York Branch Deutsche Bank Securities Inc. and MaxLinear have entered into a debt commitment letter in connection with the Acquisition Agreement.
As a condition to MaxLinears and Purchasers willingness to enter into the Acquisition Agreement, MaxLinear and Purchaser entered
into Support Agreements (as defined in Item 4 below) with the Supporting Stockholders (as defined in Item 4 below). Pursuant to, and subject to the terms and conditions of, the Support Agreements, each Supporting Stockholder has agreed, among other
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