COSTA MESA and SUNNYVALE, Calif., Feb.
12, 2013 /PRNewswire/ -- 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 acceptances have been
received for 88 percent of the shares in Endace. Emulex has
declared the Offer unconditional as to the level of acceptances,
and has made an extension of the offer period by 14 days, to
1 p.m. London time on February
26, 2013 for the remaining shareholders to submit their
shares to accept the Offer. Emulex will not further extend the
offer period without declaring the Offer wholly unconditional.
(Logo: http://photos.prnewswire.com/prnh/20120403/NE81278LOGO
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"With this announcement, we have taken one more significant step
toward the completion of the acquisition of Endace, and we look
forward to welcoming the Endace team and obtaining complete
ownership of Endace," said Jim
McCluney, chief executive officer (CEO) of Emulex. "The
acquisition of Endace doubles our total addressable market and
places Emulex in another high-margin, high-growth market, enhancing
our ability to deliver industry-leading solutions to connect,
monitor and manage high-performance networks."
Mike Riley, CEO of Endace, said,
"We look forward to joining the Emulex team and moving forward with
the next step in our strategy to become the market leader in
network visibility solutions. The combined capabilities and
technical depth of Emulex and Endace will enable us to deliver true
end-to-end network management, expand our global reach and better
support our customers."
By declaring the Offer unconditional as to the level of
acceptances, Emulex has waived the minimum acceptance condition,
which had been stated in the Offer to be holding or controlling 90
percent or more of the voting rights in Endace.
Emulex has made no commitment to purchase outstanding shares of
Endace after February 26, 2013,
unless Emulex reaches ownership of 90 percent of the Endace shares,
in which case the New Zealand Takeovers Code (NZTC) includes a
requirement for Emulex to provide an acquisition notice stating
either (a) that remaining Endace shares must be sold to Emulex; or
(b) that remaining Endace shareholders may sell their remaining
Endace shares to Emulex. The 88.4 percent of shares received by
February 12, 2013 will be paid,
should the Offer be completed, at the offer price of GBP 5.00 per share, for a total of GBP 67,306,715, which is equal to USD 106,084,726 at the current exchange rate of
GBP 0.634 per USD. All of the Endace
employee stock options will be purchased, should the Offer be
completed, for GBP 4,542,429, which
is equal to USD 7,159,498 at the
current exchange rate. If the remaining 11.6 percent of the Endace
shares are submitted by the February 26,
2013 offer period end date, then an additional payment of
GBP 8,793,625 will be made should the
Offer be completed, which is equal to USD
13,859,974 at the current exchange rate.
The Offer was made pursuant to the NZTC, since Endace is a
New Zealand company. The
applicable NZTC rule allows, since Emulex declared the Offer
unconditional as to the level of acceptances, that Emulex provide a
further extension notice before the end of the offer period which
had been set for 1 p.m. London time on February
12, 2013. The offer period has been varied to be until
1 p.m. London time on February
26, 2013. The applicable NZTC rule provides that the Offer
must remain open for at least 14 days after a variation notice has
been sent, and the Offer will not be extended beyond this date.
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 optionholders. 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.
The Grant Samuel report concludes that if the listing of Endace
shares on the AIM is cancelled then "this will make trading of the
remaining Endace shares very difficult…[t]he closer the Emulex
shareholding gets to 90% the lower the liquidity of Endace shares
will be" (page 29). The Grant Samuel report states that "Emulex
cannot acquire any further shares in Endace for a period of twelve
months [after the offer period expires] without making another
formal takeover Offer for all or some of the remaining shares in
[Endace], or without shareholder approval. However, from twelve
months after the Emulex Offer closes, Emulex will be able to
utilise the 'creep' provisions of the Takeovers Code to purchase up
to a further 5% of Endace per annum." (page 30). However, Emulex
has made no commitment to purchase any additional Endace shares
after February 26, 2013.
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, 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 pending
acquisition of Endace Limited (Endace) is not completed on a timely
basis or at all, the effects of the pending 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, risk of 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.
Continued weakness in domestic and worldwide macro-economic
conditions and disruptions in world credit and equity markets and
the resulting 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; proxy fights
or the actions of activist stockholders; 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.
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:
|
|
Katherine
Lane
|
|
Director,
Corporate Communications
|
|
+1 714
885-3828
|
|
katherine.lane@emulex.com
|
|
SOURCE Emulex Corporation