Emulex Corporation (NYSE:ELX), the leader in network connectivity, monitoring, and management, and Endace Limited (LSE:EDA), a leading supplier of network visibility infrastructure products, announced today that Emulex has acquired control of Endace and beneficial ownership of 89 percent of the shares in Endace. Emulex has also extended its offer period by 14 days, to 1 p.m. London time on March 12, 2013 for remaining shareholders to submit their shares to the Offer, and it is likely that Endace will shortly be de-listed from trading on the London Stock Exchange AIM.
"I’m excited to welcome Mike Riley and the Endace team to Emulex," 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, now senior vice president and general manager of Endace, a division of Emulex, said, "We are delighted to become a part of Emulex, and this marks 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."
Emulex continues to urge Endace shareholders to submit share acceptances so that Emulex attains 100 percent ownership of Endace. Prior to 1 p.m. London time on February 26, 2013, Emulex declared the Offer wholly unconditional, and extended the offer period by 14 days in accordance with New Zealand law. Endace shareholders who submitted acceptances will be sent payment for their shares within seven days. Endace shareholders who submit shares as acceptances during the period of February 26 through March 12, 2013 will receive payment within seven days of receipt of their acceptances. Three directors selected by Emulex have joined the Endace board, and two of the previous directors of Endace have remained on the board. An application is being made to the London Stock Exchange to cancel the admission of the Endace shares on AIM, with such de-listing expected to become effective at 7 a.m. London time on March 27, 2013, in accordance with the AIM rules for 20 business days advance notice.
The receiving agent has reported that 195 acceptances have been received for a total of 13,629,988 shares, which is 89.55 percent of the 15,220,068 shares of Endace outstanding. The receiving agent reported that there are 27 non-acceptors who hold a total of 1,590,080 shares, which is 10.45 percent of the 15,220,068 shares of Endace outstanding. The largest non-acceptor is Elliott International, L.P, Liverpool Limited Partnership (Elliott), which owns 1,543,500 shares, which is 10.14 percent of the 15,220,068 shares of Endace outstanding. Elliott reported its ownership in a December 27, 2012 TR-1: Notification of Major Interest in Shares with the RNS, the company news service from the London Stock Exchange. The other 26 non-acceptors own an aggregate amount of 46,580 shares, which is 0.31 percent of the 15,220,068 shares of Endace outstanding.
The 89.55 percent of shares received by February 26, 2013 will be paid at the offer price of GBP 5.00 per share, for a total of GBP 68,149,940, which is equal to USD 107,413,766 at the reference exchange rate. The reference exchange rate of 0.6345 GBP per 1 USD is based on the actual rates obtained by Emulex for the currency conversion. The Endace employee stock options were purchased for GBP 4,555,929 which is equal to USD 7,180,777 at the reference exchange rate. If the remaining 10.45 percent of the Endace shares are submitted by the March 12, 2013 offer period end date, then an additional payment of GBP 7,950,400 will be made, which is equal to USD 12,530,934 at the reference exchange rate.
The Offer was made pursuant to the New Zealand Takeovers Code (NZTC), since Endace is a New Zealand company. The applicable NZTC rule requires, since Emulex declared the Offer unconditional, that Emulex provide its extension notice before the end of the offer period which had been set for 1 p.m. London time on February 26, 2013. The offer period has been varied to be until 1 p.m. London time on March 12, 2013 (unless extended further in accordance with the NZTC). The applicable NZTC rule provides that the Offer must remain open for at least 14 days after a variation notice has been sent. NZTC Rule 3(1) provides that a code company has 50 or more shareholders, and many of the NZTC rules apply only to such a code company, and after February 26, 2013 Endace has ceased to be a code company since its number of shareholders has become 28.
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 through the Emulex Form 8-K filed on December 21, 2012.
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