Mellanox Acquires Voltaire for $218 Million

Mellanox Technologies, Ltd. and Voltaire Ltd. have signed a definitive agreement under which Mellanox will acquire 100 percent of Voltaire’s outstanding ordinary shares for cash at a price of $8.75 per share, or a total equity value of approximately $218 million ($176 million net of cash).

The terms of the transaction have been unanimously approved by both the Mellanox and Voltaire Boards of Directors. The transaction is currently projected to close in the first quarter of 2011, subject to certain closing conditions. The combination of the two companies will strengthen Mellanox’s position as a premier, end-to-end connectivity solutions provider for the worldwide data center server and storage markets. According to Gartner, worldwide server shipments are expected to increase from approximately 9 million in 2010 to 11.2 million in 2014, and worldwide storage systems are expected to grow from approximately 1.8 million in 2010 to 3.2 million in 2014.

The combined businesses currently have approximately 700 employees and achieved revenues of $217 million for the twelve months ended Sept. 30, 2010.

Mellanox currently anticipates that the transaction will be accretive to its fiscal 2011 non-GAAP earnings by $0.02 – $0.05 or more per share. With highly complementary products, markets, customers and strategies, Mellanox expects the proposed acquisition of Voltaire to enhance its market position as a provider of end-to-end connectivity solutions for servers and storage systems. The combination will also help Mellanox achieve meaningful revenue and cost synergies over time, with estimated, annualized cost synergies of at least $10 million by the end of 2012.

Mellanox’s Board of Directors has indicated its intention to nominate Ronnie Kenneth, the chairman and CEO of Voltaire, to join its Board of Directors at Mellanox’s Annual General Meeting of shareholders, which it currently anticipates will be held in May 2011. Mr. Kenneth has indicated his intention to join the Board of Directors of Mellanox.

Mellanox and Voltaire believe that employees represent one of their most important assets, and Mellanox looks forward to combining employees from both organizations under one unified management team. Mellanox expects to run the combined business from both companies’ current offices located in Israel, the United States and around the world. Further, Mellanox intends to retain both companies’ existing product lines and will converge such lines in future product generations to ensure continuity for customers and partners of both companies. Through this acquisition, Mellanox expects to achieve additional scale to permit it to operate as a larger, more successful and more profitable enterprise, thus increasing value for the combined company’s shareholders and customers.

"The combination of Mellanox and Voltaire will create a leading provider of connectivity solutions for our customers by leveraging the complementary strengths of our companies. Together, we believe the combined company will be a stronger business partner and system solutions provider, delivering customers a comprehensive range of end-to-end connectivity solutions," said Eyal Waldman, president, chairman and CEO of Mellanox Technologies. "We welcome the great talent from Voltaire and look forward to completing the integration of our employees to create a superior combined company."

"We believe this is a great transaction for our customers, employees and shareholders," said Ronnie Kenneth, chairman and CEO of Voltaire. "We expect the combined company to offer our customers the financial strength of Mellanox, industry-leading solutions and world-class development teams that drive innovation and enhance market opportunities."

Mellanox believes that the Voltaire acquisition will strengthen its position in providing end-to-end connectivity systems and will expand its software and product offerings in the worldwide data center server and storage markets it serves.

Under the terms of the definitive agreement, Voltaire shareholders will receive $8.75 for each ordinary share of Voltaire that they hold at the closing of the transaction. The proposed acquisition is subject to customary closing conditions, including the receipt of applicable regulatory approvals and the approval of Voltaire’s shareholders.

In connection with the transaction, J.P. Morgan acted as exclusive financial adviser to Mellanox, and Bank of America Merrill Lynch acted as exclusive financial adviser to Voltaire.