Voltaire Announces Special Meeting of Shareholders to Be Held on January 6, 2011
02 Dezembro 2010 - 1:00PM
Business Wire
Voltaire Ltd. ("Voltaire"; NASDAQ: VOLT), a leading provider of
scale-out data center fabrics, hereby provides notice of a special
meeting of its shareholders to be held at the principal executive
offices of Voltaire located at 13 Zarchin Street, Ra’anana 43662,
Israel on January 6, 2011 at 4:00 P.M. Israel time, to consider and
vote upon the proposals: (1) to approve the Agreement of Merger,
dated as of November 29, 2010, by and among Voltaire, Mellanox
Technologies, Ltd., a company formed under the laws of the State of
Israel ("Mellanox"), and Mondial Acquisition Corporation Ltd., a
company formed under the laws of the State of Israel and a
wholly-owned subsidiary of Mellanox ("Merger Sub"), the merger of
Merger Sub with and into Voltaire under the provisions of the
Israeli Companies Law, 1999, so that Voltaire will be the surviving
company and will become a wholly-owned subsidiary of Mellanox, and
all other transactions contemplated under the Agreement of Merger,
and (2) to approve the purchase by Voltaire of a run-off Directors
and Officers Liability Insurance for a period of seven years
following the closing of the merger, as permitted under the
Agreement of Merger. The Agreement of Merger was furnished by
Voltaire to the U.S. Securities and Exchange Commission on a Form
6-K on November 29, 2010.
The approval of the foresaid proposals requires the affirmative
vote in favor of such proposals by the holders of a majority of the
voting power represented at the special meeting in person or by
proxy and voting thereon (excluding abstentions), and in respect of
proposal No. (1) it is also required that a majority of the voting
power represented at the special meeting in person or by proxy and
voting thereon (excluding abstentions and excluding any shares of
Voltaire held by (a) Mellanox, Merger Sub or any other person or
entity holding, directly or indirectly, 25% or more of the voting
power or the right to appoint 25% or more of the directors of
Mellanox or Merger Sub; (b) a person or entity acting on behalf of
Mellanox, Merger Sub or a person or entity described in clause (a)
above; or (c) a family member of, or an entity controlled by,
Mellanox, Merger Sub or any of the foregoing), will not have voted
against such proposal.
Only shareholders of record at the close of business on December
7, 2010, the record date, are entitled to notice of and to vote at
the special meeting and any adjournments or postponements of the
meeting, in person or by proxy, subject to applicable law.
A proxy must be received at least two hours prior to the
designated time for the special meeting to be validly included in
the tally of shares voted at the special meeting. Signed proxy
cards must be received before this deadline by Voltaire at its
offices, or by its transfer agent, American Stock Transfer &
Trust Company located at 6201 15th Ave., Brooklyn, NY 11219, or be
presented to the Chairperson of the special meeting at such meeting
in order for the proxy to be qualified to participate in the
special meeting. Shares held through a bank, broker or other
nominee which is a shareholder of record of Voltaire or which
appears in the participant list of a securities depository, may
also be voted over the Internet or by telephone in accordance with
the instructions set forth on the proxy card. Subject to and in
accordance with the Israeli Companies Law, 1999 and regulations
promulgated thereunder, any shareholder of Voltaire may address
Voltaire, no later than December 17, 2010, and submit a position
paper on his or her behalf.
Pursuant to Voltaire’s Articles of Association, the quorum
required for the special meeting consists of at least two
shareholders present, in person or by proxy, who hold or represent
in the aggregate at least 25% of the voting power in Voltaire. If a
quorum is not present within thirty minutes from the time appointed
for the special meeting, the special meeting shall stand adjourned
to the same day at the same time in the following week, and
Voltaire shall not be obligated to give notice to the shareholders
of the adjourned meeting. At the adjourned meeting, all matters
which were to be discussed during the special meeting shall be
discussed, provided at least two shareholders are present in person
or by proxy and hold shares representing in the aggregate at least
10% of the voting power in Voltaire.
A proxy statement describing the various matters to be voted
upon at the meeting along with a proxy card enabling shareholders
to indicate their vote on each matter will be mailed on or around
December 9, 2010, to all shareholders entitled to vote at the
special meeting, and will also be furnished to the U.S. Securities
and Exchange Commission on a Form 6-K and will be available on
Voltaire’s website www.voltaire.com on
or around that date.
About Voltaire
Voltaire (NASDAQ: VOLT) is a leading provider of scale-out
computing fabrics for data centers, high performance computing and
cloud environments. Voltaire’s family of server and storage fabric
switches and advanced management software improve performance of
mission-critical applications, increase efficiency and reduce costs
through infrastructure consolidation and lower power consumption.
Used by more than 30 percent of the Fortune 100 and other premier
organizations across many industries, including many of the TOP500
supercomputers, Voltaire products are included in server and blade
offerings from Bull, Fujitsu, HP, IBM, NEC and SGI. Founded in
1997, Voltaire is headquartered in Ra’anana, Israel and Chelmsford,
Massachusetts. More information is available at www.voltaire.com or
by calling 1-800-865-8247.
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