Emulex’s cash offer of 500 pence per share announced on December 5, 2012 has been officially dispatched to shareholders and optionholders, under the terms of the NZ Takeovers Code. Using the current exchange rate of 1.62 USD to the pound sterling, this represents a transaction value of approximately $131 million, a 65 per cent premium to the mid-market closing price per Endace share on December 5, 2012 when the offer was announced.
In addition, with the finalisation of the Grant Samuel report commissioned by Endace’s independent directors, the Endace board unanimously recommends that all shareholders and optionholders accept the Emulex Offer.
“We believe that the acquisition provides compelling value and we are committed to proceeding expeditiously to complete the transaction,” said Jim McCluney, chief executive officer (CEO), Emulex. “Acquiring 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.”
“By joining forces with Emulex, we will be able to create a new generation of network visibility solutions and take them to a global market,” said Mike Riley, CEO, Endace. “Endace and Emulex share a common vision and have a strong cultural affinity, making the combination a great fit for both companies.”
A copy of Emulex’s offer, Endace’s response (including the Endace board recommendation), and the Independent Adviser’s report prepared by Grant Samuel should be received by all Endace shareholders and optionholders within the next few days. The transaction is expected to be completed in the March 2013 quarter, subject to certain closing conditions, including the acceptance of the offer by the holders of 90 percent of the outstanding shares of Endace. Excluding transaction related expenses, the acquisition is expected to be neutral to Emulex’s non-GAAP earnings per share for fiscal 2013 and accretive at the beginning of fiscal 2014.
Emulex, the leader in converged networking solutions, provides enterprise-class connectivity for servers, networks and storage devices within the data center. The Company’s product portfolio of fibre channel host bus adapters, 10Gb ethernet network interface cards, Ethernet-based converged network adapters, controllers, embedded bridges and switches, and connectivity management software are proven, tested and trusted by the world’s largest and most demanding IT environments. Emulex solutions are used and offered by the industry’s leading server and storage OEMs including, Cisco, Dell, EMC, Fujitsu, Hitachi, Hitachi Data Systems, HP, Huawei, IBM, NEC, NetApp and Oracle. Emulex is headquartered in Costa Mesa, Calif. and has offices and research facilities in North America, Asia and Europe. More information about Emulex (NYSE:ELX) is available at www.Emulex.com.
Endace Intelligent Network Recorders guarantee to capture, index and record 100-percent of network traffic while scaling from 1 Gbps to 100 Gbps. EndaceVision is Endace’s proprietary web-based application that enables engineers to visualise, search and retrieve network traffic from any Endace recorder anywhere across the network.
Endace’s marketing headquarters are in Sunnyvale, California. R&D is in Auckland, New Zealand. Sales offices across the US, in Reading, UK and Sydney, Australia provide support for customers. Quoted on London’s AIM, the stock code is LSE: EDA.L