Emulex Board Rejects Broadcom's $9.25 Per Share Tender Offer, Opposes Solicitation
Board Recommends Stockholders Not Tender Their Shares or Sign Any Gold Consent Card Sent by Broadcom
May 15, 2009
COSTA MESA, Calif., May 15, 2009 (GLOBE NEWSWIRE) -- Emulex Corporation today announced that its Board of Directors unanimously recommends that Emulex stockholders reject the Broadcom Corporation $9.25 per share cash tender offer and related consent solicitation. After a thorough review with its financial and legal advisors, the Board determined that the tender offer significantly undervalues Emulex's long-term prospects and is grossly inadequate, and that the offer and related Broadcom consent solicitation are not in the best interest of Emulex stockholders. The Board therefore unanimously recommends that Emulex stockholders not tender their shares into the offer or sign any gold consent cards received from Broadcom.
The Board cited numerous reasons for rejecting the Broadcom offer, including that it:
* Significantly undervalues Emulex's long-term prospects and does not adequately compensate stockholders for their shares;
* Is opportunistic, given that Broadcom was aware of significant new non-public design wins by Emulex in converged networking prior to making its proposal on April 21, 2009;
* Does not compensate Emulex's stockholders for a range of other initiatives being undertaken by Emulex that will start to meaningfully impact earnings within the next year and beyond;* Is clearly timed to take advantage of Emulex's depressed stock price, which has been impacted by the current unprecedented negative macroeconomic conditions;
* Is funded in significant part by Emulex's own cash resulting in Broadcom offering only $5.59 per share for the operations of Emulex; and
* Is highly conditional, creating substantial uncertainty as to whether Broadcom would be required to consummate the Offer.
Emulex set forth details of the basis for the Board's recommendations in a Solicitation/Recommendation Statement on Schedule 14D-9 and a Preliminary Consent Revocation Statement filed with the Securities and Exchange Commission today. Stockholders with questions can contact Emulex's information agent and proxy solicitor, MacKenzie Partners, at1-800-322-2885 or collect at 212-929-5500. Stockholders can also find more information at http://www.emulexvalue.com.
Goldman, Sachs & Co. is serving as financial advisor and Gibson, Dunn & Crutcher LLP is serving as legal advisor to Emulex.About Emulex
Emulex is the leader in converged networking solutions for the data center. Our Connectivity Continuum architecture provides intelligent networking services that transition today's infrastructure into tomorrow's unified network ecosystem. Emulex provides a single framework that intelligently connects every server, network and storage device within the data center. Through strategic collaboration and integrated partner solutions, Emulex provides its customers with industry leading business value, operational flexibility and strategic advantage. Emulex is listed on the New York Stock Exchange (NYSE:ELX) and has corporate headquarters in Costa Mesa, California. News releases and other information about Emulex Corporation are available at http://www.emulex.com.
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