EZchip Recommends Shareholders Vote "FOR" the Proposed Mellanox Transaction

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EZchip Semiconductor Ltd. ("EZchip" or the "Company")
EZCH
, a leader in high-performance processing solutions for carrier and data center networks, today reiterated its Board's unanimous recommendation that shareholders vote FOR the Merger Proposal with Mellanox Technologies, Ltd. ("Mellanox")
MLNX
. Under the terms of the agreement, shareholders will receive $25.50 in cash for each share of EZchip common stock they own. The EZchip Board of Directors unanimously recommends that shareholders vote "FOR" the proposed transaction with Mellanox as it strongly believes that the transaction: Represents an attractive valuation for EZchip based on precedent semiconductor transactions, peer trading multiples and premium. Represents immediate and certain value for shareholders, while also eliminating the execution risks and uncertain rewards for EZchip continuing on a standalone basis in a consolidating industry. The Company notes that the EZchip Board carefully, in full exercise of its fiduciary duty to all shareholders, managed the comprehensive sale process to obtain the highest price available, including negotiating several price increases to Mellanox's cash offer. As previously announced, Institutional Shareholder Services ("ISS") and Entropy Financial Research Services Ltd. ("Entropy"), leading independent proxy advisory firms in the U.S. and Israel joined the EZchip Board in recommending that EZchip shareholders vote FOR the Merger Proposal with Mellanox and FOR ALL EZchip's incumbent Board members and AGAINST Raging Capital's two director nominees. DO NOT BE MISLED BY RAGING CAPITAL, VOTE FOR THE MELLANOX TRANSACTION TODAY Raging Capital recently wrote to EZchip shareholders claiming to be a good steward of shareholder value. In doing so however, Raging has, on multiple occasions, made inaccurate and misleading statements as part of a campaign to influence your vote. Most recently, Raging has claimed that the tier-1 data center customer wins EZchip mentioned in its November 5th press release regarding the Mellanox transaction are "BIG NEWS". In reality, the Company previously disclosed these customer wins in August, 2015 as part of its second quarter 2015 results. Despite EZchip's NPS wins in 2015, there are significant headwinds for EZchip continuing on a stand-alone basis, particularly with respect to offsetting the loss of the Company's traditional routing vendors with future NPS revenue. The Mellanox transaction eliminates execution risks and provides shareholders with immediate and certain value for their investment. Do not be misled by Raging Capital. They are protected (with put options) against a decline in EZchip's share price if the Mellanox transaction is not approved. YOU ARE NOT. It is extremely important that you vote as soon as possible, no matter how many shares you hold. If you have NOT already voted, please IMMEDIATELY vote FOR the Merger Proposal and FOR ALL of EZchip's experienced director nominees and AGAINST Raging Capital's two director nominees. Even if you have previously voted against the merger or for Raging Capital's nominees on the GOLD proxy card, you have every right to change your vote prior to the shareholders meeting. Only your latest dated, validly executed vote will count. Time is limited as your vote must be received by the meeting, so please act today. If you have any questions about the Annual General Meeting or need assistance in voting your shares, please contact the Company's proxy solicitor, MacKenzie Partners, at Toll-free: (800) 322-2885 or Collect: +1(212)-929-5500. For more information, please see EZchip's Proxy Statement for the Annual General Meeting, dated October 13, 2015 (as supplemented by the Supplement to the Proxy Statement, dated October 26, 2015). Additional information can be found in an infographic recently mailed to EZchip shareholders and posted on the Company's website.
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