Pursuant to the Takeover Notice, Emulex intends to make a cash offer for 500 pence per share. Using the current exchange rate of 1.61 USD to the pound Sterling, this represents a transaction value of approximately $130 million. The Independent Directors of Endace have commissioned the firm of Grant Samuel in Auckland to provide an independent adviser's report, as required by the New Zealand Takeovers Code. The Independent Directors unanimously support the Offer and, subject to the Offer price being within or above the valuation range of Grant Samuel's report, recommend that Endace shareholders accept the Offer. Emulex has entered into lock‐up agreements with certain Directors of Endace, including the Chairman and co-founder Dr. Ian Graham. Emulex has also received commitment letters from two other Directors who are shareholders, as well as receiving expressions of support from another founder of the business, Selwyn Pellett. In addition, preliminary conversations with certain institutional shareholders of Endace have indicated general support for the proposed transaction.
"This acquisition provides Emulex with a strategic entry point into the network performance management space at a disruptive point in time, as speeds move to 10Gb, making network visibility from end-to-end a critical requirement in a converged network environment," said Jim McCluney, chief executive officer (CEO), Emulex. "Acquiring Endace aligns with our software-defined convergence strategy, doubles our total addressable market and places Emulex in another high-margin, high-growth market. Excluding transaction related expenses, we expect the acquisition to be neutral to our non-GAAP earnings per share for fiscal 2013 and accretive at the beginning of fiscal 2014."
The combination of Emulex's software-defined convergence architecture and Endace's network visibility infrastructure will provide organizations with new and innovative ways to solve the challenges of network complexity and ensure application-level performance at speeds of 10Gb and beyond. Endace's ability to record, visualize and monitor network traffic provides customers with the ability to dynamically optimize application delivery across the infrastructure. By combining Emulex's network convergence adapters and Endace's network visibility capabilities, Emulex will be the only company that can provide true end-to-end application visibility, optimization and acceleration.
"The Endace team is excited to be joining forces with Emulex. Our companies share a common vision and have a strong cultural affinity. Together, we will create a new generation of network visibility solutions and take them to a global market," said Mike Riley, CEO, Endace. "The combined strengths of Emulex and Endace will provide our customers with industry-leading solutions to connect, monitor and manage high-performance networks in the world's most demanding data center environments."
The transaction is expected to be completed in the March quarter, subject to certain closing conditions, including the acceptance of the offer by the holders of 90% of the outstanding shares of Endace. Emulex expects to provide more detailed pro-forma guidance upon the closing of the acquisition. Emulex also affirmed guidance for its second fiscal quarter ending December 30, 2012 that was previously issued and detailed in a press release on October 25, 2012.
Conference Call and Webcast Information
Emulex and Endace will host a conference call and webcast today at 2:00 p.m. PST (11:00 a.m. NZDT on December 6) to discuss the acquisition in detail. Emulex CEO Jim McCluney, Endace CEO Mike Riley, Emulex President and COO Jeff Benck, and Emulex Executive Vice President and CFO Mike Rockenbach will host the call.
The conference call will also be available through live and archived webcast at www.emulex.com and www.endace.com.
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