Avago Technologies Limited to Commence $8 Per Share Cash Tender Offer for Emulex Corporation Shares on April 7, 2015
31 Março 2015 - 9:30AM
Avago Technologies Limited (Nasdaq:AVGO) and Emulex Corporation
(NYSE:ELX) today announced that Emerald Merger Sub, Inc., a wholly
owned indirect subsidiary of Avago ("Purchaser"), plans to commence
its $8.00 per share cash tender offer for all shares of Emulex on
April 7, 2015. The tender offer is pursuant to a merger agreement
among Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a
wholly owned indirect subsidiary of Avago ("Avago USA"), Purchaser
and Emulex which provides for Avago USA to acquire Emulex in an
all-cash transaction valued at approximately $606 million, or $609
million net of cash and debt acquired. The tender offer will
remain open until 11:59 pm EDT on May 4, 2015, unless earlier
terminated or extended.
The transaction is subject to customary closing conditions,
including the tender into the offer by Emulex stockholders of
shares representing at least a majority of the outstanding shares
of Emulex common stock on a fully diluted basis, and the
satisfaction of other relevant conditions as specified in the
merger agreement. It is expected that the transaction will close in
the second half of Avago's fiscal year ending November 1,
2015.
About Avago Technologies Limited
Avago Technologies Limited (Nasdaq:AVGO) is a leading designer,
developer and global supplier of a broad range of analog
semiconductor devices with a focus on III-V based products and
complex digital and mixed signal CMOS based devices. Avago's
product portfolio is extensive and includes thousands of products
in four primary target markets: wireless communications, enterprise
storage, wired infrastructure, and industrial & other.
About Emulex
Emulex provides connectivity, monitoring and management
solutions for high-performance networks, delivering provisioning,
end-to-end application visibility, optimization and acceleration
for the next generation of software-defined, telco and Web-scale
data centers. The Company's I/O connectivity portfolio, which has
been designed into server and storage solutions from leading OEMs
and ODMs worldwide, enables organizations to manage bandwidth,
latency, security and virtualization. The Emulex network visibility
portfolio enables global organizations to monitor and improve
application and network performance management. Emulex is
headquartered in Costa Mesa, Calif. For more information about
Emulex (NYSE:ELX) please visit http://www.Emulex.com.
Cautions Regarding Forward-Looking
Statements
This announcement contains forward-looking statements.
Forward-looking statements may be typically identified by such
words as "may," "will," "could," "should," "expect," "anticipate,"
"plan," "likely," "believe," "estimate," "project," "intend," and
other similar expressions among others. These forward-looking
statements are subject to known and unknown risks and uncertainties
that could cause our actual results to differ materially from the
expectations expressed in the forward-looking statements. Although
Avago Technologies Limited ("Avago") and Emulex Corporation
("Emulex") believe that the expectations reflected in the
forward-looking statements are reasonable, any or all of such
forward-looking statements may prove to be incorrect. Consequently,
no forward-looking statements may be guaranteed and there can be no
assurance that the actual results or developments anticipated by
such forward looking statements will be realized or, even if
substantially realized, that they will have the expected
consequences to, or effects on, Avago, Emulex or their respective
businesses or operations.
Factors which could cause actual results to differ from those
projected or contemplated in any such forward-looking statements
include, but are not limited to, the following factors:
(1) the risk that the conditions to the closing of the
transaction are not satisfied, including the risk that Purchaser
may not receive a sufficient number of shares tendered from Emulex
stockholders to complete the tender offer; (2) litigation
relating to the transaction; (3) uncertainties as to the
timing of the consummation of the transaction and the ability of
each of Emulex and Avago USA to consummate the transaction;
(4) risks that the proposed transaction disrupts the current
plans and operations of Emulex or Avago; (5) the ability of
Emulex to retain and hire key personnel; (6) competitive
responses to the proposed transaction; (7) unexpected costs,
charges or expenses resulting from the transaction;
(8) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
transaction; (9) Avago's ability to achieve the growth
prospects and synergies expected from the transaction, as well as
delays, challenges and expenses associated with integrating Emulex
with Avago's existing businesses; and (10) legislative,
regulatory and economic developments. The foregoing review of
important factors that could cause actual events to differ from
expectations should not be construed as exhaustive and should be
read in conjunction with statements that are included herein and
elsewhere, including the risk factors included in Emulex's and
Avago's most recent Quarterly Report on Form 10-Q, and Emulex's and
Avago's more recent reports filed with the SEC. Emulex and Avago
can give no assurance that the conditions to the transaction will
be satisfied. Neither Emulex nor Avago undertakes any intent or
obligation to publicly update or revise any of these forward
looking statements, whether as a result of new information, future
events or otherwise, except as required by law. Emulex is
responsible for information in this press release concerning Emulex
and Avago is responsible for information in this press release
concerning Avago.
Additional Information about the Transaction and Where
to Find It
The tender offer described herein has not yet commenced. This
press release is for informational purposes only and shall not
constitute an offer to purchase or the solicitation of an offer to
sell any shares of the common stock of Emulex or any other
securities. Any offer will only be made pursuant to a tender offer
statement on Schedule TO, which will contain an offer to purchase,
form of letter of transmittal and other documents relating to the
tender offer (collectively, the "Tender Offer Materials"), each to
be filed with the U.S. Securities and Exchange Commission (the
"SEC") by Avago, Avago Technologies Wireless (U.S.A.) Manufacturing
Inc. and Emerald Merger Sub, Inc. In addition, Emulex will file
with the SEC a solicitation/recommendation statement on Schedule
14D-9 with respect to the tender offer. Avago and Emulex expect to
mail the Tender Offer Materials, as well as the Schedule 14D-9, to
Emulex stockholders. Investors and security holders are
urged to carefully read these documents, as well as any other
documents relating to the tender offer or related transactions that
are filed with the SEC, when they become available, as they may be
amended from time to time, because these documents will contain
important information relating to the tender offer and related
transactions. Investors and security holders may obtain a
free copy of these documents after they have been filed with the
SEC, and other annual, quarterly and special reports and other
information filed with the SEC by Avago or Emulex, at the SEC's
website at www.sec.gov. In addition, such materials will be
available for free from Avago or Emulex by directing any requests
to investor relations at Avago or Emulex at the applicable phone
number or email address below.
A description of certain interests of the directors and
executive officers of Emulex is set forth in Emulex's Form 10-K/A,
Amendment No. 1, in Part III thereof, which was filed with the
SEC on October 27, 2014. A description of certain interests of
the directors and executive officers of Avago is set forth in
Avago's proxy statement for its 2015 annual meeting, which was
filed with the SEC on February 20, 2015. To the extent
holdings of either company's securities by their respective
directors and certain officers have subsequently changed, such
changes have been reflected on Forms 4 filed with the SEC.
CONTACT: Avago Contacts
Ashish Saran
Investor Relations
+1 408-435-7400
investor.relations@avagotech.com
Emulex Contacts
Paul Mansky
Vice President Corporate Development and Investor Relations
+1 714 885-2888
paul.mansky@emulex.com
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