Emulex Accepts 88% of Endace Shares, Offer Extended to Feb. 26th
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 acceptances have been received for 88 percent of the shares in Endace. Emulex has declared the Offer unconditional as to the level of acceptances, and has made an extension of the offer period by 14 days, to 1 p.m. London time on February 26, 2013 for the remaining shareholders to submit their shares to accept the Offer. Emulex will not further extend the offer period without declaring the Offer wholly unconditional.
"With this announcement, we have taken one more significant step toward the completion of the acquisition of Endace, and we look forward to welcoming the Endace team and obtaining complete ownership of Endace," said Jim McCluney, chief executive officer (CEO) of Emulex. "The acquisition of Endace doubles our total addressable market and places Emulex in another high-margin, high-growth market, enhancing our ability to deliver industry-leading solutions to connect, monitor and manage high-performance networks."
Mike Riley, CEO of Endace, said, "We look forward to joining the Emulex team and moving forward with the next step in our strategy to become the market leader in network visibility solutions. The combined capabilities and technical depth of Emulex and Endace will enable us to deliver true end-to-end network management, expand our global reach and better support our customers."
By declaring the Offer unconditional as to the level of acceptances, Emulex has waived the minimum acceptance condition, which had been stated in the Offer to be holding or controlling 90 percent or more of the voting rights in Endace.
Emulex has made no commitment to purchase outstanding shares of Endace after February 26, 2013, unless Emulex reaches ownership of 90 percent of the Endace shares, in which case the New Zealand Takeovers Code (NZTC) includes a requirement for Emulex to provide an acquisition notice stating either (a) that remaining Endace shares must be sold to Emulex; or (b) that remaining Endace shareholders may sell their remaining Endace shares to Emulex. The 88.4 percent of shares received by February 12, 2013 will be paid, should the Offer be completed, at the offer price of GBP 5.00 per share, for a total of GBP 67,306,715, which is equal to USD 106,084,726 at the current exchange rate of GBP 0.634 per USD. All of the Endace employee stock options will be purchased, should the Offer be completed, for GBP 4,542,429, which is equal to USD 7,159,498 at the current exchange rate. If the remaining 11.6 percent of the Endace shares are submitted by the February 26, 2013 offer period end date, then an additional payment of GBP 8,793,625 will be made should the Offer be completed, which is equal to USD 13,859,974 at the current exchange rate.
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