Sellingoff-->Emulex Acquires Giganet Inc.; Acquisition to Extend Emulex Fibre Channel Storage Networking Leadership to VI and IP Solutions Business Editors & High-Tech Writers NOTE: Multimedia assets relating to this story will be available for journalists to download beginning today at newstream.com COSTA MESA, Calif.--(BUSINESS WIRE)--Dec. 7, 2000--Emulex Corp. (Nasdaq:EMLX), the world's leading supplier of Fibre Channel host adapters, Thursday announced a definitive agreement to acquire privately held Giganet Inc. of Concord, Mass., a leading developer of Virtual Interface (VI)-based IP networking solutions. Upon completion of the transaction, Giganet will become the IP Networking Group of Emulex, and Neil Ferris, Giganet president and CEO, will assume a seat on Emulex's board of directors. The combined companies will offer the industry a wide range of storage networking technologies, enabling OEM customers to go to one source for best in class Fibre Channel and IP-based storage networking host bus adapters (HBAs). Under terms of the agreement, Emulex will acquire Giganet for approximately 4.0 million shares in common stock and assumed options (before giving effect to Emulex's recently announced two-for-one stock split). Based on Emulex's Dec. 6, 2000, closing stock price, the transaction has a current aggregate value of approximately $645 million. The boards of directors of each company have approved the acquisition, which is expected to close during the third fiscal quarter ending April 1, 2001, subject to customary closing conditions and regulatory approvals. The acquisition will be accounted for using the purchase method of accounting. Upon completion of the transaction, Emulex expects to record a one-time non-cash charge against earnings of approximately $10 million for purchased in-process research and development. Excluding non-cash acquisition-related charges, the acquisition is expected to be non-dilutive to pro-forma earnings per share for the fiscal year ending July 1, 2001. "The acquisition of Giganet extends Emulex's leadership position in storage networking host bus adapters from Fibre Channel into the IP arena," said Paul Folino, president and CEO of Emulex. "As a result of this acquisition, SAN and NAS OEMs will be able to obtain best-of-breed storage networking host bus adapters spanning both Fibre Channel and Ethernet, all from a single supplier. "Furthermore, we expect Giganet's technology leadership in VI architectures to provide critical time-to-market benefits for Emulex customers, as VI emerges as a core enabling technology for higher speed gigabit networking architectures." "Emulex's market leadership in Fibre Channel SAN connectivity strongly complements Giganet's strategic focus on IP-based storage networking," said Ferris. "With the pace of bandwidth expansion accelerating, and VI-enabled applications now emerging across the NAS and database sectors, we believe the market is poised for rapid adoption of VI-enabled host bus adapters. "For example, Giganet's recently announced design win from Network Appliance for its upcoming family of VI over IP host bus adapters promises to set new high-performance benchmarks in the network attached storage industry. We expect employees and customers alike to benefit from the collective technology leadership and financial strength of this combination." With demand for Emulex's Fibre Channel HBAs running ahead of expectations, Emulex now anticipates sequential growth of 28%-30% in Fibre Channel revenue for its second quarter ending December 2000, up from earlier expectations of 20%-25%. "With the incremental revenues from our Fibre Channel business, and expanding Fibre Channel backlog, Emulex is well positioned to maintain its 30% operating margin objectives on a pro-forma basis, excluding non-cash acquisition-related charges relating to the Giganet acquisition that we expect to incur in our third fiscal quarter, ending April 1," noted Mike Rockenbach, chief financial officer of Emulex. "Based on market research expectations of 10%-12% long-term quarterly sequential growth for the Fibre Channel HBA industry, Emulex now believes that it can achieve revenue of approximately $285 million and $1.48 in pro-forma earnings per share for the fiscal year ending July 1, 2001, excluding acquisition-related charges." A webcast that will outline the Giganet acquisition has been scheduled for 2 p.m. PST, Thursday, Dec. 7, 2000. Interested participants may access the webcast, which will include a simulcast slide presentation, via Emulex's Web site at www.emulex.com. The webcast will be archived on the Emulex Web site. |