TIDMEDA
RNS Number : 0856U
Endace Limited
21 December 2012
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
EMULEX OFFER FOR ENDACE SHARES DISPATCHED
Endace Board Unanimously Recommends That All Shareholders and
Optionholders Accept the Emulex Offer
COSTA MESA, Calif. and SUNNYVALE, Calif., December 20, 2012 -
Emulex Corporation (NYSE:ELX), the leading provider of converged
networking solutions, and Endace Limited (LSE:EDA), a leading
supplier of network visibility infrastructure products, announced
today that Emulex's cash offer of 500 pence per share announced on
December 5, 2012 (December 6 in New Zealand) has been officially
dispatched to shareholders and optionholders, under the terms of
the New Zealand Takeovers Code. Using the current exchange rate of
1.62 USD to the Pound Sterling, this represents a transaction value
of approximately $131 million, a 65 percent premium to the
mid-market closing price per Endace share on December 5, 2012 when
the offer was announced.
In addition, with the finalization of the Grant Samuel report
commissioned by the Independent Directors of Endace, as required by
the New Zealand Takeovers Code, the Endace Board unanimously
recommends that all shareholders and optionholders accept the
Emulex Offer.
"We believe that the acquisition provides compelling value and
we are committed to proceeding expeditiously to complete the
transaction," said Jim McCluney, chief executive officer (CEO),
Emulex. "Acquiring 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."
"By joining forces with Emulex, we will be able to create a new
generation of network visibility solutions and take them to a
global market," said Mike Riley, CEO, Endace. "Endace and Emulex
share a common vision and have a strong cultural affinity, making
the combination a great fit for both companies."
A copy of Emulex's Offer, Endace's response (including the
Endace Board recommendation), and the Independent Adviser's report
prepared by Grant Samuel should be received by all Endace
shareholders and optionholders within the next few days and can be
viewed on Endace's website www.endace.com. The transaction is
expected to be completed in the March 2013 quarter, subject to
certain closing conditions, including the acceptance of the offer
by the holders of 90 percent of the outstanding shares of Endace.
Excluding transaction related expenses, the acquisition is expected
to be neutral to Emulex's non-GAAP earnings per share for fiscal
2013 and accretive at the beginning of fiscal 2014.
About Emulex
Emulex, the leader in converged networking solutions, provides
enterprise-class connectivity for servers, networks and storage
devices within the data center. The Company's product portfolio of
Fibre Channel Host Bus Adapters, 10Gb Ethernet Network Interface
Cards, Ethernet-based Converged Network Adapters, controllers,
embedded bridges and switches, and connectivity management software
are proven, tested and trusted by the world's largest and most
demanding IT environments. Emulex solutions are used and offered by
the industry's leading server and storage OEMs including, Cisco,
Dell, EMC, Fujitsu, Hitachi, Hitachi Data Systems, HP, Huawei, IBM,
NEC, NetApp and Oracle. Emulex is headquartered in Costa Mesa,
Calif. and has offices and research facilities in North America,
Asia and Europe. More information about Emulex (NYSE:ELX) is
available at 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 the proposed acquisition of Endace and Emulex's
expected non-GAAP earnings per share for fiscal 2013 and 2014,
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 the proposed acquisition of Endace Limited
(Endace) is not completed on a timely basis or at all, the effects
of the proposed acquisition of Endace, including our ability to
realize the anticipated benefits of the potential acquisition of
Endace on a timely basis or at all, and our ability 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 and/or 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. The current weakness in domestic and
worldwide macro-economic conditions and related disruptions in
world credit and equity markets that are creating 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; 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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