Emulex Offer for Endace Shares Dispatched; Endace Board UnanimouslyRecommends That All Shareholders and Optionholders Accept the Emulex Offer
(M2 PressWIRE Via Acquire Media NewsEdge) COSTA MESA,Calif. and SUNNYVALE, Calif. -- Emulex Corporation (NYSE:ELX), theleading provider of converged networking solutions, and Endace Limited (LSE:EDA), a leading supplierof network visibility infrastructure products, announced today that Emulex'scash offer of 500 pence per share announced on December 5, 2012 (December 6 in New Zealand) has been officially dispatchedto shareholders and optionholders, under the terms of the New Zealand TakeoversCode. Using the current exchange rate of 1.62 USD to the Pound Sterling, this represents a transactionvalue of approximately $131 million, a 65 percent premium to the mid-marketclosing price per Endace share on December 5, 2012 when the offer wasannounced.
In addition, with the finalization of the Grant Samuelreport commissioned by the Independent Directors of Endace, as required by theNew Zealand Takeovers Code, the Endace Board unanimously recommends that allshareholders and optionholders accept the Emulex Offer.
"We believe that the acquisition provides compelling valueand we are committed to proceeding expeditiously to complete the transaction,"said Jim McCluney, chief executive officer (CEO), Emulex. "Acquiring Endacedoubles our total addressable market and places Emulex in another high-margin,high-growth market, enhancing our ability to deliver industry-leading solutionsto connect, monitor and manage high-performance networks."
"By joining forces with Emulex, we will be able tocreate a new generation of network visibility solutions and take them to aglobal market," said Mike Riley, CEO, Endace. "Endace and Emulex share a commonvision and have a strong cultural affinity, making the combination a great fitfor both companies."
A copy of Emulex's Offer, Endace's response (includingthe Endace Board recommendation), and the Independent Adviser's report preparedby Grant Samuel should be received by all Endace shareholders and optionholderswithin the next few days. The transaction is expected to be completed in theMarch 2013 quarter, subject to certain closing conditions, including theacceptance of the offer by the holders of 90 percent of the outstanding sharesof Endace. Excluding transaction related expenses, the acquisition is expectedto be neutral to Emulex's non-GAAP earnings per share for fiscal 2013 andaccretive at the beginning of fiscal 2014.
Emulex Investor Contact:
Vice President, Finance
+1 714 885-3697
Endace Press/Investor Contact:
VicePresident, Corporate Marketing
+1 408 220-6149
Emulex Press Contact:
Director, Corporate Communications
+1 714 885-3828
firstname.lastname@example.org About Emulex
Emulex, the leaderin converged networking solutions, provides enterprise-class connectivity forservers, networks and storage devices within the data center. The Company's product portfolio of Fibre ChannelHost Bus Adapters, 10Gb Ethernet Network Interface Cards, Ethernet-basedConverged Network Adapters, controllers, embedded bridges and switches, andconnectivity management software are proven, tested and trusted by the world'slargest and most demanding IT environments. Emulex solutions are used andoffered by the industry's leading server and storage OEMs including, Cisco,Dell, EMC, Fujitsu, Hitachi, Hitachi Data Systems, HP, Huawei, IBM, NEC, NetAppand Oracle. Emulex is headquartered in Costa Mesa, Calif. and has offices andresearch facilities in North America, Asia and Europe. More information aboutEmulex (NYSE:ELX) is available at www.Emulex.com . About Endace
Endace provides world-leading networkvisibility infrastructure , which is trusted by some of the world's largest organizationsto accelerate their response to network and security problems.
EndaceIntelligent Network Recorders guarantee to capture, index and record 100-percentof network traffic while scaling from 1 Gbps to 100 Gbps. EndaceVision isEndace's proprietary web-based application that enables engineers to visualize,search and retrieve network traffic from any Endace Recorder anywhere acrossthe network.
Endace's marketing headquarters are inSunnyvale, California. R&D is in Auckland, New Zealand. Sales officesacross the US, in Reading, UK and Sydney, Australia provide support forcustomers.
Quoted on London's AIM, the stock code isLSE: EDA.L
"Safe Harbor" Statement
"SafeHarbor" 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 ofEndace and Emulex's expected non-GAAP earnings per share for fiscal 2013 and2014, contain forward-looking statements that involve risk and uncertainties.We expressly disclaim any obligation or undertaking to release publicly anyupdates or changes to these forward-looking statements that may be made toreflect any future events or circumstances. We wish to caution readers that anumber of important factors could cause actual results to differ materiallyfrom those in the forward-looking statements. These factors include thepossibility that the proposed acquisition of Endace Limited (Endace) is notcompleted on a timely basis or at all, the effects of the proposed acquisition of Endace, including our abilityto realize the anticipated benefits of the potential acquisition of Endace on atimely basis or at all, and our ability to integrate the technology, operationsand personnel of Endace into our existing operations in a timely and efficientmanner. In addition, intellectualproperty claims, with or without merit, that could result in costly litigation,cause product shipment delays, require us to indemnify customers, or require usto enter into royalty or licensing agreements, which may or may not beavailable. Furthermore, we have in the past obtained, and may be required inthe future to obtain, licenses of technology owned by other parties. We cannotbe certain that the necessary licenses will be available or that they can beobtained on commercially reasonable terms. If we were to fail to obtain suchroyalty or licensing agreements in a timely manner and on reasonable terms, ourbusiness, results of operations and financial condition could be materiallyadversely affected. Ongoing lawsuits, such as the action brought by BroadcomCorporation (Broadcom), present inherent risks, any of which could have amaterial adverse effect on our business, financial condition, or results ofoperations. Such potential risks include continuing expenses of litigation,risk of loss of patent rights and/or monetary damages, risk of injunctionagainst the sale of products incorporating the technology in question,counterclaims, attorneys' fees, incremental costs associated with product orcomponent redesigns, and diversion of management's attention from otherbusiness matters. With respect to the continuing Broadcom litigation, suchpotential risks also include the adequacy of any sunset period to make designchanges, the ability to implement any design changes, the availability ofcustomer resources to complete any re-qualification or re-testing that may beneeded, the ability to maintain favorable working relationships with Emulexsuppliers of serializer/deserializer (SerDes) modules, and the ability toobtain a settlement which does not put us at a competitive disadvantage. Inaddition, the fact that the economy generally, and the technology and storagemarket segments specifically, have been in a state of uncertainty makes itdifficult to determine if past experience is a good guide to the future andmakes it impossible to determine if markets will grow or shrink in the shortterm. The current weakness in domestic and worldwide macro-economic conditionsand related disruptions in world credit and equity markets that are creatingeconomic uncertainty for our customers, as well as the storage and convergednetworking market as a whole, has and could continue to adversely affect ourrevenues and results of operations. As a result of these uncertainties, we areunable to predict our future results with any accuracy. Other factors affectingthese forward-looking statements include but are not limited to the following:faster than anticipated declines in the storage networking market, slower thanexpected growth of the converged networking market or the failure of ourOriginal Equipment Manufacturer (OEM) customers to successfully incorporate ourproducts into their systems; our dependence on a limited number of customersand the effects of the loss of, decrease in or delays of orders by any suchcustomers, or the failure of such customers to make timely payments; theemergence of new or stronger competitors as a result of consolidation movementsin the market; the timing and market acceptance of our products or our OEMcustomers' new or enhanced products; costs associated with entry into new areasof the server and storage technology markets; the variability in the level ofour backlog and the variable and seasonal procurement patterns of ourcustomers; any inadequacy of our intellectual property protection and the costsof actual or potential third-party claims of infringement and any relatedindemnity obligations or adverse judgments; the effect of any actual orpotential unsolicited offers to acquire us; impairment charges, including butnot limited to goodwill and intangible assets; changes in tax rates orlegislation; the effects of acquisitions; the effects of terrorist activities,natural disasters, and any resulting disruption in our supply chain or customerpurchasing patterns or any other resulting economic or political instability;the highly competitive nature of the markets for our products as well aspricing pressures that may result from such competitive conditions; the effectsof changes in our business model to separately charge for software; the effectof rapid migration of customers towards newer, lower cost product platforms;possible transitions from board or box level to application specific integratedcircuit (ASIC) solutions for selected applications; a shift in unit product mixfrom higher-end to lower-end or mezzanine card products; a faster thananticipated decrease in the average unit selling prices or an increase in themanufactured cost of our products; delays in product development; our relianceon third-party suppliers and subcontractors for components and assembly; ourability to attract and retain key technical personnel; our ability to benefitfrom our research and development activities; our dependence on internationalsales and internationally produced products; changes in accounting standards;and any resulting regulatory changes on our business. These and other factorscould cause actual results to differ materially from those in theforward-looking statements and are discussed in our filings with the Securitiesand 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 respectivecompanies.
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