COSTA MESA, Calif. and
SUNNYVALE, Calif., Feb. 26, 2013 /PRNewswire/ -- Emulex
Corporation (NYSE: ELX), the leader in network connectivity,
monitoring, and management, and Endace Limited (LSE: EDA), a
leading supplier of network visibility infrastructure products,
announced today that Emulex has acquired control of Endace and
beneficial ownership of 89 percent of the shares in Endace.
Emulex has also extended its offer period by 14 days, to
1 p.m. London time on March
12, 2013 for remaining shareholders to submit their shares
to the Offer, and it is likely that Endace will shortly be
de-listed from trading on the London Stock Exchange AIM.
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"I'm excited to welcome Mike
Riley and the Endace team to Emulex," 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, now
senior vice president and general manager of Endace, a division of
Emulex, said, "We are delighted to become a part of Emulex, and
this marks 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."
Emulex continues to urge Endace shareholders to submit share
acceptances so that Emulex attains 100 percent ownership of Endace.
Prior to 1 p.m. London time on February
26, 2013, Emulex declared the Offer wholly unconditional,
and extended the offer period by 14 days in accordance with
New Zealand law. Endace
shareholders who submitted acceptances will be sent payment for
their shares within seven days. Endace shareholders who submit
shares as acceptances during the period of February 26 through March 12, 2013 will receive
payment within seven days of receipt of their acceptances. Three
directors selected by Emulex have joined the Endace board, and two
of the previous directors of Endace have remained on the board. An
application is being made to the London Stock Exchange to cancel
the admission of the Endace shares on AIM, with such de-listing
expected to become effective at 7
a.m. London time on
March 27, 2013, in accordance with
the AIM rules for 20 business days advance notice.
The receiving agent has reported that 195 acceptances have been
received for a total of 13,629,988 shares, which is 89.55 percent
of the 15,220,068 shares of Endace outstanding. The receiving agent
reported that there are 27 non-acceptors who hold a total of
1,590,080 shares, which is 10.45 percent of the 15,220,068 shares
of Endace outstanding. The largest non-acceptor is Elliott
International, L.P, Liverpool Limited Partnership (Elliott), which
owns 1,543,500 shares, which is 10.14 percent of the 15,220,068
shares of Endace outstanding. Elliott reported its ownership in a
December 27, 2012 TR-1: Notification
of Major Interest in Shares with the RNS, the company news service
from the London Stock Exchange. The other 26 non-acceptors own an
aggregate amount of 46,580 shares, which is 0.31 percent of the
15,220,068 shares of Endace outstanding.
The 89.55 percent of shares received by February 26, 2013 will be paid at the offer price
of GBP 5.00 per share, for a total of
GBP 68,149,940, which is equal to
USD 107,413,766 at the reference
exchange rate. The reference exchange rate of 0.6345 GBP per 1
USD is based on the actual rates obtained by Emulex for the
currency conversion. The Endace employee stock options were
purchased for GBP 4,555,929 which is
equal to USD 7,180,777 at the
reference exchange rate. If the remaining 10.45 percent of the
Endace shares are submitted by the March 12,
2013 offer period end date, then an additional payment of
GBP 7,950,400 will be made, which is
equal to USD 12,530,934 at the
reference exchange rate.
The Offer was made pursuant to the New Zealand Takeovers Code
(NZTC), since Endace is a New
Zealand company. The applicable NZTC rule requires, since
Emulex declared the Offer unconditional, that Emulex provide its
extension notice before the end of the offer period which had been
set for 1 p.m. London time on February
26, 2013. The offer period has been varied to be until
1 p.m. London time on March
12, 2013 (unless extended further in accordance with the
NZTC). The applicable NZTC rule provides that the Offer must remain
open for at least 14 days after a variation notice has been sent.
NZTC Rule 3(1) provides that a code company has 50 or more
shareholders, and many of the NZTC rules apply only to such a code
company, and after February 26, 2013
Endace has ceased to be a code company since its number of
shareholders has become 28.
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 through the Emulex Form 8-K filed on
December 21, 2012.
About Emulex
Emulex, the leader in network
connectivity, monitoring and management, provides hardware and
software solutions for global networks that support enterprise,
cloud, government and telecommunications. Emulex's products enable
unrivaled end-to-end application visibility, optimization and
acceleration. The Company's I/O connectivity offerings, including
its line of ultra high-performance Ethernet and Fibre Channel-based
connectivity products, have been designed into server and storage
solutions from leading OEMs, including Cisco, Dell, EMC, Fujitsu,
Hitachi, HP, Huawei, IBM, NetApp and Oracle, and can be found in
the data centers of nearly all of the Fortune 1000. Emulex's
monitoring and management solutions, including its portfolio of
network visibility and recording products, provide organizations
with complete network performance management at speeds up to 100Gb
Ethernet. Emulex is headquartered in Costa Mesa, Calif., and has offices and
research facilities in North
America, Asia and
Europe. For more information about
Emulex (NYSE: ELX) please visit http://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 our
acquisition of Endace Limited (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 we may not promptly complete the acquisition of Endace, may
not obtain 100 percent ownership of Endace, may not realize the
anticipated benefits from the acquisition of Endace on a timely
basis or at all, and may be unable 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, related 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
contests or the activities of activist investors; 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