Emulex Completes Acquisition of Endace

Emulex Corporation announced the completion of its acquisition of Endace Limited.

It acquired control of Endace, and beneficial ownership of 89% of the shares of Endace, on February 26, 2013. It has now completed the acquisition of beneficial ownership of 99.9% of the shares of Endace, and the process for the compulsory acquisition of the remaining Endace shares by Emulex pursuant to the New Zealand Takeovers Code has commenced.

"I’m pleased to report progress during the last month in combining Endace into the Emulex organization, and now obtaining complete ownership," said Jim McCluney, CEO of Emulex. "The reactions we have received from customers and employees have reinforced our conclusions that Emulex and Endace make a great combination. Together, we are creating a new class of end-to-end network convergence and visibility solutions that will enable optimal delivery of applications for the enterprise, mobile applications and the cloud."

The receiving agent has reported that 212 acceptances have been received for a total of 15,199,588 shares, which is 99.9% of the 15,220,068 shares of Endace outstanding. The receiving agent reported that there are 18 non-acceptors who hold a total of 20,480 shares, which is 0.1% of the 15,220,068 shares of Endace outstanding.

The 99.9% of shares received by March 28, 2013 have been purchased at the offer price of £5.00 per share, for a total £75,997,940, which is equal to US $119,783,303 at the reference exchange rate. The reference exchange rate of £0.6345 per $ US1 is based on the actual rates obtained by Emulex for the currency conversion. The Endace employee stock options were purchased for £4,555,929 which is equal to US $7,180,777 at the reference exchange rate. The remaining 0.1% of the Endace shares will result in an additional payment of £102,400, which is equal to US $161,397 at the reference exchange rate.

Emulex is issuing a notice to the remaining Endace shareholders that the El Dorado Research Ventures Limited (EDRVL) subsidiary of Emulex in New Zealand has obtained acceptances exceeding 90% of the shares of Endace and therefore, pursuant to Rule 51 of the New Zealand Takeovers Code, that EDRVL has become a dominant owner of voting rights in Endace. Emulex is also issuing a notice to the remaining Endace shareholders that EDRVL is exercising its compulsory acquisition rights under Part 7 of the New Zealand Takeovers Code and pursuant to Rule 52 of the New Zealand Takeovers Code; and accordingly EDRVL has the right to acquire all of the remaining Endace shares and will pay £5.00 per Endace share within seven days after receipt of a transfer form for such shares.