SAN JOSE, Calif., Aug. 16, 2016 /PRNewswire/ -- Cavium, Inc.
(Nasdaq: CAVM) ("Cavium"), a leading provider of semiconductor
products that enable intelligent processing for enterprise, data
center, cloud, wired and wireless networking, announced today that
it has accepted for exchange all shares of the common stock of
QLogic Corp. (Nasdaq: QLGC) ("QLogic") validly tendered into the
previously announced exchange offer by a wholly owned subsidiary of
Cavium to acquire all of the outstanding shares of QLogic for the
agreed consideration of $11.00 in
cash and 0.098 shares of Cavium common stock for each share of
QLogic. The shares accepted represent approximately 76.2% of
QLogic's outstanding shares of common stock. The exchange
offer expired at 5:30 p.m.,
New York City time, on
August 15, 2016. As previously announced, Cavium will
acquire the remaining outstanding shares of QLogic's common stock
through a merger of a wholly owned subsidiary of Cavium with and
into QLogic, which Cavium expects to complete prior to the opening
of trading on Nasdaq on Tuesday, August 16,
2016.
About Cavium
Cavium is a leading provider of highly integrated semiconductor
products that enable intelligent processing in enterprise, data
center, cloud, wired and wireless service provider applications.
Cavium offers a broad portfolio of integrated, software compatible
processors ranging in performance up to 100 Gbps that enable
secure, intelligent functionality in enterprise, data center,
broadband and access & service provider equipment. Cavium's
processors are supported by ecosystem partners that provide
operating systems, tool support, reference designs and other
services. Cavium's principal offices are in San Jose, California with design team
locations in California,
Massachusetts, India, and China. For more information, please visit:
http://www.Cavium.com.
Cautionary Note Concerning Forward-Looking
Statements:
Certain statements made herein, including, for example,
information regarding the proposed transaction between Cavium and
QLogic, the expected timetable for completing the transaction, and
the potential benefits of the transaction, are "forward-looking
statements." These forward-looking statements reflect the current
analysis of existing information and are subject to various risks
and uncertainties. As a result, caution must be exercised in
relying on forward-looking statements. Due to known and unknown
risks, our actual results may differ materially from our
expectations or projections.
The following factors, among others, could cause actual results
to differ materially from those described in these forward-looking
statements: the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; the outcome of any legal proceedings that could be
instituted against QLogic or its directors or Cavium related to the
merger agreement; the possibility that various conditions to the
consummation of the Cavium exchange offer and merger may not be
satisfied or waived, including the receipt of all regulatory
clearances related to the merger; the failure of Cavium to obtain
the necessary financing pursuant to the arrangements set forth in
the debt commitment letter delivered pursuant to the merger
agreement or otherwise; the risk that the Cavium merger will not
close within the anticipated time periods; risks related to the
ultimate outcome and results of integrating the operations of
Cavium and QLogic, the ultimate outcome of Cavium's operating
strategy applied to QLogic and the ultimate ability to realize
synergies; the effects of the business combination on Cavium and
QLogic, including the increased level of indebtedness resulting
from the transaction, and the combined company's future financial
condition, operating results, strategy and plans; risks that the
proposed transaction disrupts current plans and operations, and
potential difficulties in employee retention as a result of the
merger; the risk of downturns in the semiconductor and networking
industries; the effects of local and national economic, credit and
capital market conditions on the economy in general; and other
risks and uncertainties described herein, as well as those risks
and uncertainties discussed from time to time in our other reports
and other public filings with the SEC, including, but not limited
to, those detailed in QLogic's Annual Report on Form 10-K for the
year ended April 3, 2016, and
Cavium's Annual Report on Form 10-K for the year ended December 31, 2015 and Cavium's and QLogic's most
recent Quarterly Reports on Form 10-Q filed with the SEC. The
forward-looking statements contained herein are made only as of the
date hereof, and we undertake no obligation to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise.
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SOURCE Cavium, Inc.
