QLGC Qlogic Corp. (MM)

As previously disclosed, on June 15, 2016, QLogic Corporation, a Delaware corporation (the “Company” or QLogic”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cavium, Inc., a Delaware corporation (“Cavium”), and Quasar Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Cavium (“Purchaser”). Pursuant to the terms of the Merger Agreement, Purchaser commenced an exchange offer (the “Offer”) to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share, of QLogic (the “QLogic Shares”) at a purchase price per QLogic Share of $11.00 in cash and 0.098 shares of Cavium common stock, par value $0.001 per share, together with cash in lieu of any fractional shares of Cavium common stock, without interest and less any applicable withholding taxes (the “Transaction Consideration”), upon the terms and subject to the conditions set forth in the Prospectus/Offer to Exchange dated July 13, 2016 (together with any amendments and supplements thereto, the “Offer to Exchange”), and the related Letter of Transmittal. The Offer expired at 5:30 p.m., New York City time, on August 15, 2016 (the “Expiration Time”). The depositary and exchange agent for the Offer advised that, as of the Expiration Time, a total of 64,880,784 QLogic Shares had been validly tendered and not validly withdrawn pursuant to the Offer, which tendered QLogic Shares represented approximately 76.2% of the QLogic Shares as of the Expiration Time. Purchaser accepted for exchange all such QLogic Shares validly tendered and not validly withdrawn pursuant to the Offer.

On August 16, 2016, pursuant to the terms and conditions of the Merger Agreement, Cavium completed its acquisition of QLogic when Purchaser merged with and into QLogic, with QLogic surviving as a wholly-owned subsidiary of Cavium (the “Merger”). The Merger was governed by Section 251(h) of the Delaware General Corporation Law, as amended (the “DGCL”), with no stockholder vote required to consummate the Merger. At the effective time of the Merger (the “Effective Time”), each QLogic Share (other than QLogic Shares owned by QLogic, Cavium, Purchaser or other subsidiaries of Cavium, which were canceled and ceased to exist) was converted into the right to receive the Transaction Consideration. Also at the Effective Time, certain equity awards held by employees of the Company were converted into an amount equal to the excess, if any, of the Transaction Consideration over the exercise price of such awards, certain equity awards held by employees of the Company were cancelled and received no payment, and other equity awards held by employees of the Company were assumed by Cavium and converted into equity awards of Cavium on substantially equivalent terms.

The cash portion of the Transaction Consideration and related expenses were funded from a combination of Cavium and QLogic’s available cash and the borrowings under Cavium’s new senior credit facility.

The foregoing descriptions of the Offer, the Merger and the Merger Agreement in this Item 2.01 do not purport to be complete and are subject to and qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.