COSTA MESA, Calif. and
SUNNYVALE, Calif., Jan. 14, 2013 /PRNewswire/ -- Emulex Corporation
(NYSE: ELX), the leading provider of converged networking
solutions, and Endace Limited (LSE: EDA), a leading supplier of
network visibility infrastructure products, today announced that
Emulex has provided a notice that the offer period for Emulex's
cash Offer of 500 pence per Endace
share has been extended by 14 days, to 1
p.m. London time on
February 12, 2013. Emulex is
committed to completing the offer as promptly as practicable.
In order to provide Emulex a clear path to prompt completion of the
acquisition, Emulex urges Endace shareholders to submit acceptances
by January 29, 2013.
(Logo:
http://photos.prnewswire.com/prnh/20120403/NE81278LOGO )
Endace is a New Zealand company
and therefore the offer was made pursuant to the New Zealand
Takeovers Code (NZTC). The applicable NZTC rule requires
Emulex to provide any extension notice no later than 14 days before
the end of the offer period, which had been set for 1 p.m. London
time on January 29, 2013. The
offer period has been extended to 1
p.m. London time on
February 12, 2013 (unless further
extended in accordance with the NZTC), and the date by which the
offer is to become unconditional is varied to be March 14, 2013 London time (unless further
extended 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.
A copy of Emulex's Offer, Endace's response (including the
unanimous recommendation of the Endace Board that Endace
shareholders accept the offer), and the Independent Adviser's
report prepared by Grant Samuel was
sent to Endace shareholders and optionholders on December 21, 2012. Copies of those
documents are available from the Endace web site (www.endace.com),
and from the Emulex web site (www.Emulex.com) through the Emulex
Form 8-K filed on December 21,
2012.
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.
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Emulex
Investor Contact:
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Endace
Press/Investor Contact:
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Frank
Yoshino
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Tim
Nichols
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Vice
President, Finance
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Vice
President, Corporate Marketing
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+1 714
885-3697
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+1 408
220-6149
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frank.yoshino@emulex.com
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tim.nichols@endace.com
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Emulex
Press Contact:
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Katherine
Lane
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Director,
Corporate Communications
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+1 714
885-3828
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katherine.lane@emulex.com
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SOURCE Emulex Corporation