TIDMEDA
RNS Number : 1582X
Endace Limited
05 February 2013
EMULEX OBTAINS NEW ZEALAND GOVERNMENTAL APPROVAL FOR ACQUISITION
OF ENDACE
Closing Date is February 12, 2013
COSTA MESA, Calif. and SUNNYVALE, Calif., February 5, 2013 -
Emulex Corporation (NYSE:ELX), the leading provider of converged
networking solutions, and Endace Limited (LSE:EDA), a leading
supplier of network visibility infrastructure products, announced
today that the Emulex Takeover Offer for Endace has been approved
by the New Zealand Overseas Investment Office, and assurances of
continuity have been received for the research and development
grants Endace receives from the New Zealand Ministry of Science and
Innovation. The Closing Date for shareholders to submit their
shares to the Offer is 1 p.m. London time on February 12, 2013 (the
"Closing Date").
In response to the Takeover Offer made by Emulex on December 21,
2012 for Endace Limited, Emulex has received notice that the
receiving agent has received acceptances of more than 40% of the
Endace shares.
"We are pleased to have passed these major milestones in our
acquisition of Endace. Emulex looks forward to completing the
acquisition," said Jim McCluney, chief executive officer (CEO) of
Emulex.
Mike Riley, CEO of Endace, said, "We have been very pleased by
the reception that the Offer has received from the Endace
shareholders and our customers. Our employees are also looking
forward to the benefits that the acquisition will bring to Endace's
business."
Endace is a New Zealand incorporated company and therefore the
Offer was made pursuant to the New Zealand Takeovers Code (NZTC).
When the Takeover Offer was made on December 21, 2012, the Closing
Date of the offer period was set for 1 p.m. London time on January
29, 2013. The Closing Date was extended to 1 p.m. London time on
February 12, 2013 through a notice that Emulex provided on January
14, 2013 under the NZTC. The Closing Date cannot be extended
further unless the Offer is declared unconditional as to level of
acceptances. As a result, shareholders are urged to submit their
Takeover Offer acceptances to the receiving agent prior to 1 p.m.
London time on February 12, 2013.
A copy of Emulex's Offer, Endace's response (including the
Endace Board recommendation), and the Independent Adviser's report
prepared by Grant Samuel for Endace was sent to Endace shareholders
and option holders. Copies of those documents are available from
the Endace web site (www.endace.com), and from the Emulex web site
(www.emulex.com) through the Emulex Form 8-K filed on December 21,
2012.
For further information, please contact:
Emulex Investor Contact: Endace Press/Investor Contact:
Frank Yoshino Tim Nichols
Vice President, Finance Vice President, Corporate Marketing
+1 714 885-3697 +1 408 220-6149
frank.yoshino@emulex.com tim.nichols@endace.com
Emulex Press Contact: Panmure Gordon, UK
Katherine Lane Hugh Morgan / Giles Stewart / Hannah
Director, Corporate Communications Woodley
+1 714 885-3828 +44 20 78 86 25 00
katherine.lane@emulex.com
About Emulex
Emulex, the leader in converged networking solutions, provides
enterprise-class connectivity for servers, networks and storage
devices within the data center. The Company's product portfolio of
Fibre Channel Host Bus Adapters, 10Gb Ethernet Network Interface
Cards, Ethernet-based Converged Network Adapters, controllers,
embedded bridges and switches, and connectivity management software
are proven, tested and trusted by the world's largest and most
demanding IT environments. Emulex solutions are used and offered by
the industry's leading server and storage OEMs including, Cisco,
Dell, EMC, Fujitsu, Hitachi, Hitachi Data Systems, HP, Huawei, IBM,
NEC, NetApp and Oracle. Emulex is headquartered in Costa Mesa,
Calif. and has offices and research facilities in North America,
Asia and Europe. More information about Emulex (NYSE:ELX) is
available at www.Emulex.com.
About Endace
Endace provides world-leading network visibility infrastructure,
which is trusted by some of the world's largest organizations to
accelerate their response to network and security problems.
Endace Intelligent Network Recorders guarantee to capture, index
and record 100-percent of network traffic while scaling from 1 Gbps
to 100 Gbps. EndaceVision is Endace's proprietary web-based
application that enables engineers to visualize, search and
retrieve network traffic from any Endace Recorder anywhere across
the network.
Endace's marketing headquarters are in Sunnyvale, California.
R&D is in Auckland, New Zealand. Sales offices across the US,
in Reading, UK and Sydney, Australia provide support for
customers.
Quoted on London's AIM, the stock code is LSE: EDA.L
- - - - - - - - -
"Safe Harbor" Statement
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: With the exception of historical information,
the statements set forth above, including, without limitation,
those relating to the proposed acquisition of Endace and Emulex's
expected non-GAAP earnings per share for fiscal 2013 and 2014,
contain forward-looking statements that involve risk and
uncertainties. We expressly disclaim any obligation or undertaking
to release publicly any updates or changes to these forward-looking
statements that may be made to reflect any future events or
circumstances. We wish to caution readers that a number of
important factors could cause actual results to differ materially
from those in the forward-looking statements. These factors include
the possibility that the proposed acquisition of Endace Limited
(Endace) is not completed on a timely basis or at all, the effects
of the proposed acquisition of Endace, including our ability to
realize the anticipated benefits of the potential acquisition of
Endace on a timely basis or at all, and our ability to integrate
the technology, operations and personnel of Endace into our
existing operations in a timely and efficient manner. In addition,
intellectual property claims, with or without merit, that could
result in costly litigation, cause product shipment delays, require
us to indemnify customers, or require us to enter into royalty or
licensing agreements, which may or may not be available.
Furthermore, we have in the past obtained, and may be required in
the future to obtain, licenses of technology owned by other
parties. We cannot be certain that the necessary licenses will be
available or that they can be obtained on commercially reasonable
terms. If we were to fail to obtain such royalty or licensing
agreements in a timely manner and on reasonable terms, our
business, results of operations and financial condition could be
materially adversely affected. Ongoing lawsuits, such as the action
brought by Broadcom Corporation (Broadcom), present inherent risks,
any of which could have a material adverse effect on our business,
financial condition, or results of operations. Such potential risks
include continuing expenses of litigation, risk of loss of patent
rights and/or monetary damages, risk of injunction against the sale
of products incorporating the technology in question,
counterclaims, attorneys' fees, incremental costs associated with
product or component redesigns, and diversion of management's
attention from other business matters. With respect to the
continuing Broadcom litigation, such potential risks also include
the adequacy of any sunset period to make design changes, the
ability to implement any design changes, the availability of
customer resources to complete any re-qualification or re-testing
that may be needed, the ability to maintain favorable working
relationships with Emulex suppliers of serializer/deserializer
(SerDes) modules, and the ability to obtain a settlement which does
not put us at a competitive disadvantage. In addition, the fact
that the economy generally, and the technology and storage market
segments specifically, have been in a state of uncertainty makes it
difficult to determine if past experience is a good guide to the
future and makes it impossible to determine if markets will grow or
shrink in the short term. The current weakness in domestic and
worldwide macro-economic conditions and related disruptions in
world credit and equity markets that are creating economic
uncertainty for our customers, as well as the storage and converged
networking market as a whole, has and could continue to adversely
affect our revenues and results of operations. As a result of these
uncertainties, we are unable to predict our future results with any
accuracy. Other factors affecting these forward-looking statements
include but are not limited to the following: faster than
anticipated declines in the storage networking market, slower than
expected growth of the converged networking market or the failure
of our Original Equipment Manufacturer (OEM) customers to
successfully incorporate our products into their systems; our
dependence on a limited number of customers and the effects of the
loss of, decrease in or delays of orders by any such customers, or
the failure of such customers to make timely payments; the
emergence of new or stronger competitors as a result of
consolidation movements in the market; the timing and market
acceptance of our products or our OEM customers' new or enhanced
products; costs associated with entry into new areas of the server
and storage technology markets; the variability in the level of our
backlog and the variable and seasonal procurement patterns of our
customers; any inadequacy of our intellectual property protection
and the costs of actual or potential third-party claims of
infringement and any related indemnity obligations or adverse
judgments; the effect of any actual or potential unsolicited offers
to acquire us; impairment charges, including but not limited to
goodwill and intangible assets; changes in tax rates or
legislation; the effects of acquisitions; the effects of
terrorist
activities, natural disasters, and any resulting disruption in
our supply chain or customer purchasing patterns or any other
resulting economic or political instability; the highly competitive
nature of the markets for our products as well as pricing pressures
that may result from such competitive conditions; the effects of
changes in our business model to separately charge for software;
the effect of rapid migration of customers towards newer, lower
cost product platforms; possible transitions from board or box
level to application specific integrated circuit (ASIC) solutions
for selected applications; a shift in unit product mix from
higher-end to lower-end or mezzanine card products; a faster than
anticipated decrease in the average unit selling prices or an
increase in the manufactured cost of our products; delays in
product development; our reliance on third-party suppliers and
subcontractors for components and assembly; our ability to attract
and retain key technical personnel; our ability to benefit from our
research and development activities; our dependence on
international sales and internationally produced products; changes
in accounting standards; and any resulting regulatory changes on
our business. These and other factors could cause actual results to
differ materially from those in the forward-looking statements and
are discussed in our filings with the Securities and Exchange
Commission, including our recent filings on Forms 10-K and 10-Q,
under the caption "Risk Factors."
--------------------
This news release refers to various products and companies by
their trade names. In most, if not all, cases these designations
are claimed as trademarks or registered trademarks by their
respective companies.
###
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