Voltaire Shareholders Approve Acquisition by Mellanox

Voltaire Ltd. announced that Voltaire’s shareholders have voted at a special general meeting of the shareholders held today at Voltaire’s offices in Ra’anana, Israel to approve:

• (i) the agreement of merger, dated as of November 29, 2010 under which Voltaire would be acquired by Mellanox Technologies Ltd. whereby Mondial Acquisition Corporation Ltd., a wholly-owned subsidiary of Mellanox, will merge with and into Voltaire, so that Voltaire will be the surviving company and will become a wholly-owned subsidiary of Mellanox, and all other transactions contemplated under the agreement of merger, and
• (ii) the purchase by Voltaire of a run-off directors’ and officers’ liability insurance policy for a period of seven years following the closing of the merger.

Shareholders as of the close of business on December 7, 2010 were entitled to vote at the meeting. A total of approximately 17.4 million ordinary shares, representing approximately 81% of the total outstanding shares were represented at the meeting. More than 99% of the shares represented at the meeting voted in favor of the above resolutions and therefore the resolutions were approved.

Subject to the satisfaction or waiver of the closing conditions set forth in the agreement of merger, Voltaire expects the merger to be completed in the first quarter of 2011. Following the closing of the merger, Voltaire’s shareholders will receive $8.75 per share in cash, without interest and less any applicable withholding tax, for each Voltaire ordinary share held by them.

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