Emulex, the NYSE-listed data storage maker, offered to buy Endace, at a 69 percent premium to its last trading price, winning over the target company’s independent directors.
A subsidiary of Emulex, El Dorado Research Venture, plans to offer 5 pounds a share cash for Endace, the New Zealand-based, London Stock Exchange listed company that commercialised cyber-security research done by Waikato University. The offer values Endace at 80.7 million pounds.
Shares of Endace last traded at 295 pence on London’s AIM market and have declined 43 percent in the past year.
The independent directors support and have committed to accept the offer and recommend it to shareholders, pending an independent assessment from Grant Samuel, the company said.
“I believe this is a compelling offer for Endace and its shareholders,” said deputy chairman John Scott. “As a relatively small independent technology company competing in a large and growing market, joining forces with Emulex makes excellent sense and is a very satisfactory outcome to the process of evaluating our strategic options.”
The offer follows an approach from Emulex, which has since performed due diligence. It has lockup agreements with Endace chairman and co-founder Ian Graham for his 7.45 percent holding, chief executive Mike Riley for his 593,953 shares, and 2.99 percent of the shares held by two other directors, the company said. Another founder, Selwyn Pellett, has committed his 5.89 percent holding.
The deal is subject to consent from the Overseas Investment Office and the Ministry of Business Innovation and Employment in respect of certain grants, it said.
Endace also gave a brief update on the performance of the company, saying trading since Sept. 30 has been in line with expectations.
The company provides high-performance traffic analysis, latency measurement, network security and application acceleration solutions that capture, inspect and report on every single data packet, according to its website.