TIDMEDA
RNS Number : 7246Y
Endace Limited
26 February 2013
EMULEX ACQUIRES 89 PERCENT OWNERSHIP OF ENDACE
BOARD CHANGES
CANCELLATION OF ADMISSION TO TRADING ON AIM EXPECTED 27 MARCH
2013
Company Welcomes Endace Employees
and Extends Offer by 14 Days to March 12, 2013
COSTA MESA, Calif. and SUNNYVALE, Calif., February 26, 2013 -
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.
"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.
As of 1 p.m. London time today, the following directors have
resigned from the Endace board: Ian Graham, Mark Giles, Clayton
Wakefield, Simon Wilson and Mike Riley. John Scott and Mark Rowan
will remain on the Board until the consideration under the Offer
has been first sent to the shareholders, at which point they will
resign. As of 1 p.m. London time today, the following three Emulex
executives have been appointed to the board of Endace: James
McCluney, Michael Rockenbach and Randall Wick.
Mr. McCluney, age 62, is a Director of the following companies:
Emulex Corporation (Delaware USA) (since 2003), Emulex Corporate
Services Corporation (USA) (since 2004), Emulex Corporation
(California USA) (since 2009), Emulex Design and Manufacturing
Corporation (USA) (since 2004), Emulex International Limited (Isle
of Man) (since 2008), Emulex Communications Private Limited (India)
(since 2006), Emulex Isle of Man Administration, Ltd (Isle of Man)
(since 2008), Emulex Isle of Man Base Company (Isle of Man) (since
2008), Emulex (Beijing) Networking Technology Co. Ltd. (China)
(since 2010), Emulex Ireland Company (Ireland) (since 2008), Emulex
Germany GmbH (Germany) (since 2009), Emulex Limited (UK) (since
2007), Emulex Singapore Pte. Ltd (Singapore) (since 2010) and El
Dorado Research Ventures Limited (NZ) (since 2012).
Mr. Rockenbach, age 52, is currently a Director of the following
companies: Emulex Corporate Services Corporation (USA) (since
1997), Emulex Corporation (California USA) (since 2009), Emulex
Design and Manufacturing Corporation (USA) (since 2004), Emulex
International Limited (Isle of Man) (since 2008), Emulex
Communications Private Limited (India) (since 2006), Emulex Isle of
Man Administration, Ltd (Isle of Man) (since 2008), Emulex Isle of
Man Base Company (Isle of Man) (since 2008), Emulex (Beijing)
Networking Technology Co. Ltd. (China) (since 2010), Emulex Ireland
Company (Ireland) (since 2008), Emulex Germany GmbH (Germany)
(since 2009), Emulex Limited (UK) (since 2007), Emulex Singapore
Pte. Ltd (Singapore) (since 2010), El Dorado Research Ventures
Limited (NZ) (since 2012), Arcxel Technologies, Inc. (USA) (since
2009), Hyland Enterprise Development, Inc. (USA) (since 2009) and
Interconnections, Inc. (USA) (since 2009).
Mr. Wick, age 59, is a Director of the following companies:
Emulex Corporate Services Corporation (USA) (since 2008), Emulex
Corporation (California USA) (since 2009), Emulex Design and
Manufacturing Corporation (USA) (since 2008), Emulex International
Limited (Isle of Man) (since 2008), Emulex Communications Private
Limited (India) (since 2009), Emulex Isle of Man Administration,
Ltd (Isle of Man) (since 2008), Emulex Isle of Man Base Company
(Isle of Man) (since 2008), Emulex (Beijing) Networking Technology
Co. Ltd. (China) (since 2010), Emulex Ireland Company (Ireland)
(since 2008), Emulex Germany GmbH (Germany) (since 2009), Emulex
Limited (UK) (since 2009), Emulex Singapore Pte. Ltd (Singapore)
(since 2010) and El Dorado Research Ventures Limited (NZ) (since
2012).
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.
There is no further information to be disclosed under Schedule 2
(g) of the AIM Rules.
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 Contact:
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 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.
###
This information is provided by RNS
The company news service from the London Stock Exchange
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