FOR IMMEDIATE RELEASE
EZchip’s Counsel Responds to Raging Capital’s False and Misleading Allegations
EZchip has not been approached by any other potential buyer
YOKNEAM, ISRAEL, November 10, 2015 – EZchip Semiconductor Ltd. (“EZchip” or the “Company”) (NASDAQ: EZCH), a leader in high-performance processing solutions for carrier and data center networks, announced today that its counsel has formally responded to Raging Capital’s false and misleading November 9 letter. Raging Capital continues to make public statements that are blatantly untruthful and which attempt to intentionally delude shareholders around the quality of the Board’s sale process and the indisputable headwinds that exist for EZchip continuing on a standalone basis. Raging Capital’s attempts to deceive shareholders are all the more disconcerting when considering that Raging – through put options – is protected from a decline in EZchip’s share price while other EZchip shareholders are not.
The full text of the letter of counsel is below:
WITHOUT PREJUDICE
Mr. Guy Eyal, Adv.
Hermann, Makov & Co. - Via Email and Facsimile -
Gibor Sport Tower
7-9 Begin Street
Ramat Gan 52521, Israel
Dear Adv. Guy Eyal,
We are writing on behalf of our client, EZchip Semiconductor Ltd. (“EZchip”), to respond to your letter dated November 9, 2015 and the press release issued by your client, Raging Capital Master Fund, Ltd. (“Raging Master”), on November 9, 2015.
In your letter (which was sent by email at 22:40 local time) you state, as a matter of fact, that Raging Capital is aware of at least one other potential suitor who approached EZchip and/or its banker to express interest in a potential transaction after September 30, 2015 and such suitor was not given an opportunity to make a potential offer to acquire EZchip.
Several hours later, Raging Capital repeated and expanded such false allegation in a public press release and stated that it is aware of other suitors (this time plural) who are interested in EZchip and who have contacted EZchip and/or its banker in order to express their interest. Moreover, your client stated in the press release that it “knows this for a fact to be untrue”.
First, EZchip wishes to clearly clarify again, as you and your client well know, your statement and your client’s statements are untrue and misleading and were stated publicly 72 hours before the general meeting of shareholders even though you and your client clearly knew such statements were untrue at the time made, for the sole reason of unlawfully soliciting EZchip shareholders to vote against the merger based on this false, misleading information.
Further, your bad faith attempt to send such false allegations in an email late at night knowing that EZchip would not have the opportunity to respond to your false, misleading allegations before your client publicly issues a press release before the open of business today in Israel, does not in any way release your client from any liability for the material adverse consequences to EZchip and its shareholders from making such false, misleading allegations publicly 72 hours before the general meeting of shareholders. Another attempt of your client to unlawfully benefit at the expense of the other shareholders of EZchip, whose positions in the share are not covered with options.
EZchip demands that your client immediately issue before the open of business today in New York a press release correcting its false, misleading information.
EZchip will not tolerate any threats from your client and will take any and all actions necessary to vigorously protect its rights and seek all remedies available at law or in equity to recover any damages EZchip and its shareholders suffer, including, without limitation, to its brand name and enterprise value, due to such false, misleading information.
This letter is written without prejudice, and nothing contained in or omitted from this letter shall be deemed to constitute a waiver or admission on the part of our client.
Sincerely,
Sharon A. Amir, Adv.
Naschitz, Brandes, Amir & Co., Advocates
s, except as may be required by law.
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