COSTA MESA and SUNNYVALE, Calif., Feb.
5, 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, announced today that the Emulex Takeover
Offer for Endace has been approved by the New Zealand Overseas
Investment Office, and assurances of continuity have been received
for the research and development grants Endace receives from the
New Zealand Ministry of Science and Innovation. The Closing Date
for shareholders to submit their shares to the Offer is
1 p.m. London time on February
12, 2013 (the "Closing Date").
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"We are pleased to have passed these major milestones in our
acquisition of Endace. Emulex looks forward to completing the
acquisition," said Jim McCluney,
chief executive officer (CEO) of Emulex.
Mike Riley, CEO of Endace, said,
"We have been very pleased by the reception that the Offer has
received from the Endace shareholders and our customers. Our
employees are also looking forward to the benefits that the
acquisition will bring to Endace's business."
Endace is a New Zealand
incorporated company and therefore the Offer was made pursuant to
the New Zealand Takeovers Code (NZTC). When the Takeover Offer was
made on December 21, 2012, the
Closing Date of the offer period was set for 1 p.m. London
time on January 29, 2013. The Closing
Date was extended to 1 p.m.
London time on February 12, 2013 through a notice that Emulex
provided on January 14, 2013 under
the NZTC. The Closing Date cannot be extended further unless the
Offer is declared unconditional as to level of acceptances. As a
result, shareholders are urged to submit their Takeover Offer
acceptances to the receiving agent prior to 1 p.m. London
time on February 12, 2013.
A copy of Emulex's Offer, Endace's response (including the
Endace Board recommendation), and the Independent Adviser's report
prepared by Grant Samuel for Endace
was sent to Endace shareholders and option holders. 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 pending
acquisition of Endace, 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 pending
acquisition of Endace Limited (Endace) is not completed on a timely
basis or at all, the effects of the pending 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, the risk of 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.
Continued weakness in domestic and worldwide macro-economic
conditions, related disruptions in world credit and equity markets
and the resulting 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; proxy fights
or the actions of activist stockholders; 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.
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