Emulex Intents To Acquire Endace for $130 Million

Emulex Corporation and Endace Limited, supplier of network visibility infrastructure products, announced that Emulex has issued a Takeover Notice, under the terms of the New Zealand Takeovers Code, pursuant to which Emulex will make an offer to acquire all of the outstanding equity interests in Endace in an all cash transaction.

Endace is a network performance management company that provides network monitoring appliances, network analytics software and high speed network access switching with 100% accuracy.

Pursuant to the Takeover Notice, Emulex intends to make a cash offer for 500 pence per share. Using the current exchange rate of $1.61 to the pound Sterling, this represents a transaction value of approximately $130 million.

The Independent Directors of Endace have commissioned the firm of Grant Samuel in Auckland to provide an independent adviser’s report, as required by the New Zealand Takeovers Code. The Independent Directors unanimously support the offer and, subject to the offer price being within or above the valuation range of Grant Samuel’s report, recommend that Endace shareholders accept the offer.

Emulex has entered into lock�up agreements with certain directors of Endace, including the chairman and co-founder Dr. Ian Graham. It has also received commitment letters from two other directors who are shareholders, as well as receiving expressions of support from another founder of the business, Selwyn Pellett. In addition, preliminary conversations with certain institutional shareholders of Endace have indicated general support for the proposed transaction.

"This acquisition provides Emulex with a strategic entry point into the network performance management space at a disruptive point in time, as speeds move to 10Gb, making network visibility from end-to-end a critical requirement in a converged network environment," said Jim McCluney, CEO, Emulex. "Acquiring Endace aligns with our software-defined convergence strategy, doubles our total addressable market and places Emulex in another high-margin, high-growth market. Excluding transaction related expenses, we expect the acquisition to be neutral to our non-GAAP earnings per share for fiscal 2013 and accretive at the beginning of fiscal 2014."

The combination of Emulex’s software-defined convergence architecture and Endace’s network visibility infrastructure will provide organizations with new ways to solve the challenges of network complexity and ensure application-level performance at speeds of 10Gb and beyond. Endace’s ability to record, visualize and monitor network traffic provides customers with the ability to dynamically optimize application delivery across the infrastructure. By combining Emulex’s network convergence adapters and Endace’s network visibility capabilities, Emulex can provide end-to-end application visibility, optimization and acceleration.

"The Endace team is excited to be joining forces with Emulex. Our companies share a common vision and have a strong cultural affinity. Together, we will create a new generation of network visibility solutions and take them to a global market," said Mike Riley, CEO, Endace. "The combined strengths of Emulex and Endace will provide our customers with industry-leading solutions to connect, monitor and manage high-performance networks in the world’s most demanding data center environments."

The transaction is expected to be completed in the March quarter, subject to certain closing conditions, including the acceptance of the offer by the holders of 90% of the outstanding shares of Endace. Emulex expects to provide more detailed pro-forma guidance upon the closing of the acquisition.