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Emulex to Acquire Endace

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12/5/2012
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COSTA MESA, Calif. and SUNNYVALE, Calif. -- Emulex Corporation (NYSE:ELX), the leading provider of converged networking solutions, and Endace Limited (LSE:EDA), a leading supplier of network visibility infrastructure products, announced today 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 ultra-high speed network access switching with 100 percent 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 USD 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. Emulex 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, chief executive officer (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.”

Emulex Corp. (NYSE: ELX)

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