|By PR Newswire||
|February 12, 2013 05:00 PM EST||
COSTA MESA and SUNNYVALE, Calif., Feb. 12, 2013 /PRNewswire/ -- 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.
The Offer was made pursuant to the NZTC, since Endace is a New Zealand company. The applicable NZTC rule allows, since Emulex declared the Offer unconditional as to the level of acceptances, that Emulex provide a further extension notice before the end of the offer period which had been set for 1 p.m. London time on February 12, 2013. The offer period has been varied to be until 1 p.m. London time on February 26, 2013. The applicable NZTC rule provides that the Offer must remain open for at least 14 days after a variation notice has been sent, and the Offer will not be extended beyond this date.
A copy of Emulex's Offer, Endace's response (including the Endace Board recommendation), and the Independent Adviser's report prepared by Grant Samuel for Endace was sent to Endace shareholders and optionholders. Copies of those documents are available from the Endace web site (www.endace.com), and from the Emulex web site (www.emulex.com) through the Emulex Form 8-K filed on December 21, 2012.
The Grant Samuel report concludes that if the listing of Endace shares on the AIM is cancelled then "this will make trading of the remaining Endace shares very difficult…[t]he closer the Emulex shareholding gets to 90% the lower the liquidity of Endace shares will be" (page 29). The Grant Samuel report states that "Emulex cannot acquire any further shares in Endace for a period of twelve months [after the offer period expires] without making another formal takeover Offer for all or some of the remaining shares in [Endace], or without shareholder approval. However, from twelve months after the Emulex Offer closes, Emulex will be able to utilise the 'creep' provisions of the Takeovers Code to purchase up to a further 5% of Endace per annum." (page 30). However, Emulex has made no commitment to purchase any additional Endace shares after February 26, 2013.
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 provides world-leading network visibility infrastructure, which is trusted by some of the world's largest organizations to accelerate their response to network and security problems.
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 visualize, 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
"Safe Harbor" Statement
"Safe Harbor'' Statement under the Private Securities Litigation Reform Act of 1995: With the exception of historical information, the statements set forth above, including, without limitation, those relating to the proposed acquisition of Endace, contain forward-looking statements that involve risk and uncertainties. We expressly disclaim any obligation or undertaking to release publicly any updates or changes to these forward-looking statements that may be made to reflect any future events or circumstances. We wish to caution readers that a number of important factors could cause actual results to differ materially from those in the forward-looking statements. These factors include the possibility that the pending acquisition of Endace Limited (Endace) is not completed on a timely basis or at all, the effects of the pending acquisition of Endace, including our ability to realize the anticipated benefits of the potential acquisition of Endace on a timely basis or at all, and our ability to integrate the technology, operations and personnel of Endace into our existing operations in a timely and efficient manner. In addition, intellectual property claims, with or without merit, that could result in costly litigation, cause product shipment delays, require us to indemnify customers, or require us to enter into royalty or licensing agreements, which may or may not be available. Furthermore, we have in the past obtained, and may be required in the future to obtain, licenses of technology owned by other parties. We cannot be certain that the necessary licenses will be available or that they can be obtained on commercially reasonable terms. If we were to fail to obtain such royalty or licensing agreements in a timely manner and on reasonable terms, our business, results of operations and financial condition could be materially adversely affected. Ongoing lawsuits, such as the action brought by Broadcom Corporation (Broadcom), present inherent risks, any of which could have a material adverse effect on our business, financial condition, or results of operations. Such potential risks include continuing expenses of litigation, risk of loss of patent rights, risk of monetary damages, risk of injunction against the sale of products incorporating the technology in question, counterclaims, attorneys' fees, incremental costs associated with product or component redesigns, and diversion of management's attention from other business matters. With respect to the continuing Broadcom litigation, such potential risks also include the adequacy of any sunset period to make design changes, the ability to implement any design changes, the availability of customer resources to complete any re-qualification or re-testing that may be needed, the ability to maintain favorable working relationships with Emulex suppliers of serializer/deserializer (SerDes) modules, and the ability to obtain a settlement which does not put us at a competitive disadvantage. In addition, the fact that the economy generally, and the technology and storage market segments specifically, have been in a state of uncertainty makes it difficult to determine if past experience is a good guide to the future and makes it impossible to determine if markets will grow or shrink in the short term. Continued weakness in domestic and worldwide macro-economic conditions and disruptions in world credit and equity markets and the resulting economic uncertainty for our customers, as well as the storage and converged networking market as a whole, has and could continue to adversely affect our revenues and results of operations. As a result of these uncertainties, we are unable to predict our future results with any accuracy. Other factors affecting these forward-looking statements include but are not limited to the following: faster than anticipated declines in the storage networking market, slower than expected growth of the converged networking market or the failure of our Original Equipment Manufacturer (OEM) customers to successfully incorporate our products into their systems; our dependence on a limited number of customers and the effects of the loss of, decrease in or delays of orders by any such customers, or the failure of such customers to make timely payments; the emergence of new or stronger competitors as a result of consolidation movements in the market; the timing and market acceptance of our products or our OEM customers' new or enhanced products; costs associated with entry into new areas of the server and storage technology markets; the variability in the level of our backlog and the variable and seasonal procurement patterns of our customers; any inadequacy of our intellectual property protection and the costs of actual or potential third-party claims of infringement and any related indemnity obligations or adverse judgments; the effect of any actual or potential unsolicited offers to acquire us; proxy fights or the actions of activist stockholders; impairment charges, including but not limited to goodwill and intangible assets; changes in tax rates or legislation; the effects of acquisitions; the effects of terrorist activities, natural disasters, and any resulting disruption in our supply chain or customer purchasing patterns or any other resulting economic or political instability; the highly competitive nature of the markets for our products as well as pricing pressures that may result from such competitive conditions; the effects of changes in our business model to separately charge for software; the effect of rapid migration of customers towards newer, lower cost product platforms; possible transitions from board or box level to application specific integrated circuit (ASIC) solutions for selected applications; a shift in unit product mix from higher-end to lower-end or mezzanine card products; a faster than anticipated decrease in the average unit selling prices or an increase in the manufactured cost of our products; delays in product development; our reliance on third-party suppliers and subcontractors for components and assembly; our ability to attract and retain key technical personnel; our ability to benefit from our research and development activities; our dependence on international sales and internationally produced products; changes in accounting standards; and any resulting regulatory changes on our business. These and other factors could cause actual results to differ materially from those in the forward-looking statements and are discussed in our filings with the Securities and Exchange Commission, including our recent filings on Forms 10-K and 10-Q, under the caption "Risk Factors."
This news release refers to various products and companies by their trade names. In most, if not all, cases these designations are claimed as trademarks or registered trademarks by their respective companies.
Emulex Investor Contact:
Endace Press/Investor Contact:
Vice President, Finance
Vice President, Corporate Marketing
+1 714 885-3697
+1 408 220-6149
Emulex Press Contact:
Director, Corporate Communications
+1 714 885-3828
SOURCE Emulex Corporation
SYS-CON Events announced today that Creative Business Solutions will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Creative Business Solutions is the top stocking authorized HP Renew Distributor in the U.S. Based out of Long Island, NY, Creative Business Solutions offers a one-stop shop for a diverse range of products including Proliant, Blade and Industry Standard Servers, Networking, Server Options and...
Mar. 29, 2015 06:30 AM EDT Reads: 3,811
SYS-CON Events announced today that Cisco, the worldwide leader in IT that transforms how people connect, communicate and collaborate, has been named “Gold Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Cisco makes amazing things happen by connecting the unconnected. Cisco has shaped the future of the Internet by becoming the worldwide leader in transforming how people connect, communicate and collaborat...
Mar. 28, 2015 07:00 PM EDT Reads: 5,181
Docker is an excellent platform for organizations interested in running microservices. It offers portability and consistency between development and production environments, quick provisioning times, and a simple way to isolate services. In his session at DevOps Summit at 16th Cloud Expo, Shannon Williams, co-founder of Rancher Labs, will walk through these and other benefits of using Docker to run microservices, and provide an overview of RancherOS, a minimalist distribution of Linux designed...
Mar. 28, 2015 04:15 PM EDT Reads: 2,417
SYS-CON Events announced today that Akana, formerly SOA Software, has been named “Bronze Sponsor” of SYS-CON's 16th International Cloud Expo® New York, which will take place June 9-11, 2015, at the Javits Center in New York City, NY. Akana’s comprehensive suite of API Management, API Security, Integrated SOA Governance, and Cloud Integration solutions helps businesses accelerate digital transformation by securely extending their reach across multiple channels – mobile, cloud and Internet of Thi...
Mar. 28, 2015 04:15 PM EDT Reads: 1,521
Businesses are looking to empower employees and departments to do more, go faster, and streamline their processes. For all workers – but mobile workers especially – utilizing the cloud to reconnect documents and improve processes without destructing existing workflows can have a dramatic impact on productivity. In his session at 16th Cloud Expo, Mark Grilli, vice president of Acrobat Solutions marketing at Adobe Systems Incorporated, will outline new ways that the cloud is changing the way peo...
Mar. 28, 2015 04:00 PM EDT Reads: 1,301
SYS-CON Events announced today that Vitria Technology, Inc. will exhibit at SYS-CON’s @ThingsExpo, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Vitria will showcase the company’s new IoT Analytics Platform through live demonstrations at booth #330. Vitria’s IoT Analytics Platform, fully integrated and powered by an operational intelligence engine, enables customers to rapidly build and operationalize advanced analytics to deliver timely business outcomes ...
Mar. 28, 2015 03:30 PM EDT Reads: 2,153
Are your applications getting in the way of your business strategy? It’s time to rethink your IT approach. In his session at 16th Cloud Expo, Madhukar Kumar, Vice President, Product Management at Liaison Technologies, will discuss a new data-centric approach to IT that allows your data, not applications, to inform business strategy. By moving away from an application-centric IT model where data integration and analysis are subservient to the constraints of applications, your organization will b...
Mar. 28, 2015 03:15 PM EDT Reads: 2,525
SYS-CON Events announced today that Solgenia will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY, and the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Solgenia is the global market leader in Cloud Collaboration and Cloud Infrastructure software solutions. Designed to “Bridge the Gap” between Personal and Professional S...
Mar. 28, 2015 03:00 PM EDT Reads: 2,783
SYS-CON Events announced today that Liaison Technologies, a leading provider of data management and integration cloud services and solutions, has been named "Silver Sponsor" of SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York, NY. Liaison Technologies is a recognized market leader in providing cloud-enabled data integration and data management solutions to break down complex information barriers, enabling enterprises to make sm...
Mar. 28, 2015 03:00 PM EDT Reads: 3,426
SYS-CON Events announced today that QTS Realty Trust, one of the nation’s largest and fastest-growing providers of data center facilities and cloud services and a leader in security and compliance, will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. QTS Realty Trust, Inc. (NYSE: QTS) is a leading national provider of data center solutions and fully managed services, and a leader in security and compliance...
Mar. 28, 2015 03:00 PM EDT Reads: 1,221
Technology today seems to be moving at breakneck speeds. This speed of change is creating tectonic shifts in how businesses operate and leverage technology to achieve their goals. The convergence of key disruptive technologies (i.e., social, mobile, analytics, and cloud) is what Gartner refers to as the nexus of forces. Cloud is an underpinning of this nexus. How is this disruption impacting the CIO? Does the role change in the face of all these forces, or is it just a continuation of what the C...
Mar. 28, 2015 02:30 PM EDT Reads: 1,004
Cloud is not a commodity. And no matter what you call it, computing doesn’t come out of the sky. It comes from physical hardware inside brick and mortar facilities connected by hundreds of miles of networking cable. And no two clouds are built the same way. SoftLayer gives you the highest performing cloud infrastructure available. One platform that takes data centers around the world that are full of the widest range of cloud computing options, and then integrates and automates everything. J...
Mar. 28, 2015 02:00 PM EDT Reads: 1,622
In the midst of the widespread popularity and adoption of cloud computing, it seems like everything is being offered “as a Service” these days: Infrastructure? Check. Platform? You bet. Software? Absolutely. Toaster? It’s only a matter of time. With service providers positioning vastly differing offerings under a generic “cloud” umbrella, it’s all too easy to get confused about what’s actually being offered. In his session at 16th Cloud Expo, Kevin Hazard, Director of Digital Content for SoftL...
Mar. 28, 2015 01:00 PM EDT Reads: 1,379
Countless business models have spawned from the IaaS industry. Resell Web hosting, blogs, public cloud, and on and on. With the overwhelming amount of tools available to us, it's sometimes easy to overlook that many of them are just new skins of resources we've had for a long time. In his General Session at 16th Cloud Expo, Phil Jackson, Lead Developer Advocate at SoftLayer, will break down what we've got to work with and discuss the benefits and pitfalls to discover how we can best use them t...
Mar. 28, 2015 12:15 PM EDT Reads: 1,405
The world's leading Cloud event, Cloud Expo has launched Microservices Journal on the SYS-CON.com portal, featuring over 19,000 original articles, news stories, features, and blog entries. DevOps Journal is focused on this critical enterprise IT topic in the world of cloud computing. Microservices Journal offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. Follow new article posts on T...
Mar. 28, 2015 12:00 PM EDT Reads: 1,418
SYS-CON Media announced that IBM, which offers the world’s deepest portfolio of technologies and expertise that are transforming the future of work, has launched ad campaigns on SYS-CON’s numerous online magazines such as Cloud Computing Journal, Virtualization Journal, SOA World Magazine, and IoT Journal. IBM’s campaigns focus on vendors in the technology marketplace, the future of testing, Big Data and analytics, and mobile platforms.
Mar. 28, 2015 11:15 AM EDT Reads: 1,632
SYS-CON Events announced today the IoT Bootcamp – Jumpstart Your IoT Strategy, being held June 9–10, 2015, in conjunction with 16th Cloud Expo and Internet of @ThingsExpo at the Javits Center in New York City. This is your chance to jumpstart your IoT strategy. Combined with real-world scenarios and use cases, the IoT Bootcamp is not just based on presentations but includes hands-on demos and walkthroughs. We will introduce you to a variety of Do-It-Yourself IoT platforms including Arduino, Ras...
Mar. 28, 2015 11:00 AM EDT Reads: 2,045
SYS-CON Events announced today that SafeLogic has been named “Bag Sponsor” of SYS-CON's 16th International Cloud Expo® New York, which will take place June 9-11, 2015, at the Javits Center in New York City, NY. SafeLogic provides security products for applications in mobile and server/appliance environments. SafeLogic’s flagship product CryptoComply is a FIPS 140-2 validated cryptographic engine designed to secure data on servers, workstations, appliances, mobile devices, and in the Cloud....
Mar. 28, 2015 11:00 AM EDT Reads: 1,383
Mar. 28, 2015 09:45 AM EDT Reads: 1,458
Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities. Accordingly, attendees at the upcoming 16th Cloud Expo at the Javits Center in New York June 9-11 will find fresh new content in a new track called PaaS | Containers & Microservices Containers are not being considered for the first time by the cloud community, but a current era of re-consideration has pushed them to the top of the cloud agenda. With the launch ...
Mar. 28, 2015 09:15 AM EDT Reads: 2,202