UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE
14d100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Emulex
Corporation
(Name of Subject Company)
Emerald Merger Sub, Inc.
(Offeror)
a wholly owned
subsidiary of
Avago Technologies Wireless (U.S.A.) Manufacturing Inc.
(Offeror)
an indirect
wholly owned subsidiary of
Avago Technologies Limited
(Offeror)
(Name of
Filing Persons and Offerors)
COMMON STOCK, $0.10 PAR VALUE
(Title of Class of Securities)
292475209
(Cusip Number
of Class of Securities)
Patricia H. McCall
c/o Avago Technologies U.S. Inc.
1320 Ridder Park Drive
San Jose, CA 95131
(408)
435-7400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Christopher L. Kaufman
Anthony J. Richmond
Latham & Watkins LLP
140 Scott Drive
Menlo
Park, California 94025
(650) 328-4600
CALCULATION
OF FILING FEE
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Transaction Valuation |
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Amount of Filing Fee |
N/A* |
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N/A* |
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* |
A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of the tender offer. |
¨ |
Check box if any part of the fee is offset as provided by Rule 011(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing. |
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Amount Previously Paid: Not applicable. |
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Filing Party: Not applicable. |
Form or Registration No.: Not applicable. |
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Date Filed: Not applicable. |
x |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
|
x |
third-party tender offer subject to Rule 14d-1. |
|
¨ |
issue tender offer subject to Rule 13e-4 |
|
¨ |
going-private transaction subject to Rule 13e-3 |
|
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final
amendment reporting the results of the tender offer. ¨
If applicable, check
the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
|
¨ |
Rule 13e-4(i) (Cross Border Issuer Tender Offer) |
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¨ |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Joint press release, dated March 31, 2015 |
2
Exhibit 99.1
Avago Technologies Limited to Commence $8 per Share Cash Tender Offer
for Emulex Corporation Shares on April 7, 2015
SINGAPORE and COSTA MESA, CA March 31, 2015 Avago Technologies Limited (NASDAQ: AVGO) and Emulex Corporation (NYSE: ELX) today announced
that Emerald Merger Sub, Inc., a wholly owned indirect subsidiary of Avago (Purchaser), plans to commence its $8.00 per share cash tender offer for all shares of Emulex on April 7, 2015. The tender offer is pursuant to a merger
agreement among Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a wholly owned indirect subsidiary of Avago (Avago USA), Purchaser and Emulex which provides for Avago USA to acquire Emulex in an all-cash transaction valued at
approximately $606 million, or $609 million net of cash and debt acquired. The tender offer will remain open until 11:59 pm EDT on May 4, 2015, unless earlier terminated or extended.
The transaction is subject to customary closing conditions, including the tender into the offer by Emulex stockholders of shares representing at least a
majority of the outstanding shares of Emulex common stock on a fully diluted basis, and the satisfaction of other relevant conditions as specified in the merger agreement. It is expected that the transaction will close in the second half of
Avagos fiscal year ending November 1, 2015.
About Avago Technologies Limited
Avago Technologies Limited (NASDAQ: AVGO) is a leading designer, developer and global supplier of a broad range of analog semiconductor devices with a focus on
III-V based products and complex digital and mixed signal CMOS based devices. Avagos product portfolio is extensive and includes thousands of products in four primary target markets: wireless communications, enterprise storage, wired
infrastructure, and industrial & other.
About Emulex
Emulex provides connectivity, monitoring and management solutions for high-performance networks, delivering provisioning, end-to-end application visibility,
optimization and acceleration for the next generation of software-defined, telco and Web-scale data centers. The Companys I/O connectivity portfolio, which has been designed into server and storage solutions from leading OEMs and ODMs
worldwide, enables organizations to manage bandwidth, latency, security and virtualization. The Emulex network visibility portfolio enables global organizations to monitor and improve application and network performance management. Emulex is
headquartered in Costa Mesa, Calif. For more information about Emulex (NYSE:ELX) please visit http://www.Emulex.com.
Cautions Regarding
Forward-Looking Statements
This announcement contains forward-looking statements. Forward-looking statements may be typically identified by such words
as may, will, could, should, expect, anticipate, plan, likely, believe, estimate, project, intend, and
other similar expressions among others. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from the expectations expressed in the forward-looking
statements. Although Avago Technologies Limited (Avago) and Emulex Corporation (Emulex) believe that the expectations reflected in the forward-looking statements are reasonable, any or all of such forward-looking statements
may prove to be incorrect. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially
realized, that they will have the expected consequences to, or effects on, Avago, Emulex or their respective businesses or operations.
Factors which
could cause actual results to differ from those projected or contemplated in any such forward-looking statements include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not
satisfied, including the risk that Purchaser may not receive a sufficient number of shares tendered from Emulex stockholders to complete the tender offer; (2) litigation relating to the transaction; (3) uncertainties as to the timing of
the consummation of the transaction and the ability of each of Emulex and Avago USA to consummate the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Emulex or Avago; (5) the ability of
Emulex to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the transaction; (9) Avagos ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with
integrating Emulex with Avagos existing businesses; and (10) legislative, regulatory and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed
as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in Emulexs and Avagos most recent Quarterly Report on Form 10-Q, and Emulexs and
Avagos more recent reports filed with the SEC. Emulex and Avago can give no assurance that the conditions to the transaction will be satisfied. Neither Emulex nor Avago undertakes any intent or
obligation to publicly update or revise any of these forward looking statements, whether as a result of new information, future events or otherwise, except as required by law. Emulex is
responsible for information in this press release concerning Emulex and Avago is responsible for information in this press release concerning Avago.
Additional Information about the Transaction and Where to Find It
The tender offer described herein has not yet commenced. This press release is for informational purposes only and shall not constitute an offer to purchase or
the solicitation of an offer to sell any shares of the common stock of Emulex or any other securities. Any offer will only be made pursuant to a tender offer statement on Schedule TO, which will contain an offer to purchase, form of letter of
transmittal and other documents relating to the tender offer (collectively, the Tender Offer Materials), each to be filed with the U.S. Securities and Exchange Commission (the SEC) by Avago, Avago Technologies Wireless
(U.S.A.) Manufacturing Inc. and Emerald Merger Sub, Inc. In addition, Emulex will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. Avago and Emulex expect to mail the Tender Offer
Materials, as well as the Schedule 14D-9, to Emulex stockholders. Investors and security holders are urged to carefully read these documents, as well as any other documents relating to the tender offer or related transactions that are filed with
the SEC, when they become available, as they may be amended from time to time, because these documents will contain important information relating to the tender offer and related transactions. Investors and security holders may obtain a free
copy of these documents after they have been filed with the SEC, and other annual, quarterly and special reports and other information filed with the SEC by Avago or Emulex, at the SECs website at www.sec.gov. In addition, such materials will
be available for free from Avago or Emulex by directing any requests to investor relations at Avago or Emulex at the applicable phone number or email address below.
A description of certain interests of the directors and executive officers of Emulex is set forth in Emulexs Form 10-K/A, Amendment No. 1, in Part
III thereof, which was filed with the SEC on October 27, 2014. A description of certain interests of the directors and executive officers of Avago is set forth in Avagos proxy statement for its 2015 annual meeting, which was filed with
the SEC on February 20, 2015. To the extent holdings of either companys securities by their respective directors and certain officers have subsequently changed, such changes have been reflected on Forms 4 filed with the SEC.
Avago Contacts
Ashish Saran
Investor Relations
+1 408-435-7400
investor.relations@avagotech.com
Emulex Contacts
Paul Mansky
Vice President Corporate Development and Investor
Relations
+1 714 885-2888
paul.mansky@emulex.com
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