EZchip Announces Expiration of “Go-Shop” Period
After Extensive Outreach No New Offers Emerged
Shareholders to Vote on the Proposed Mellanox Transaction at
Extraordinary General Meeting on January 19, 2016
Company to Host Conference Call on December 17, 2015;
Shareholders May Submit Questions
YOKNEAM, ISRAEL, December 16, 2015--EZchip Semiconductor Ltd. ("EZchip" or the "Company") (NASDAQ: EZCH), a leader in high-performance processing solutions for carrier and data center networks, today announced the expiration of the 30-day “go-shop” period pursuant to the previously announced amended merger agreement with Mellanox Technologies, Ltd. ("Mellanox") (NASDAQ: MLNX).
Under the amended agreement, EZchip actively solicited alternative offers from third parties for a period that commenced on November 17, 2015 and expired at 6:59 a.m. (Israel Time), today, December 16, 2015. During the “go-shop” period, representatives of Barclays, the Company’s financial advisor, approached 31 potential buyers on behalf of the Company to determine their interest in exploring a potential transaction with EZchip. None of the parties that had been contacted submitted a proposal to acquire the Company, and no other party approached either EZchip or Barclays expressing an interest in exploring a purchase of the Company. While one of the 31 strategic parties signed a confidentiality agreement and held a conference call with EZchip’s management and Barclays, the potential strategic buyer ultimately notified Barclays that it was not interested in a transaction.
Eli Fruchter, CEO of EZchip, said, “The EZchip Board continues to be focused on achieving the best available outcome for all of our shareholders. The amended merger agreement and comprehensive go-shop process further demonstrate our commitment to acting to this end. At the Extraordinary General Meeting in January shareholders will have the opportunity to vote on the proposed transaction with Mellanox, which EZchip’s Board believes provides significant, compelling and certain value to EZchip shareholders.”
The Company has made an investor presentation available on the investor relations section of its website at:
http://click.icptrack.com/icp/relay.php?r=39491202&msgid=278296&act=M9IM&c=1365789&destination=http%3A%2F%2Fwww.ezchip.com%2FInvestor-Relations
which includes additional information regarding the “go-shop” period and a business update.
Extraordinary General Meeting – January 19, 2016
Given that no superior proposal was obtained, EZchip will hold an Extraordinary General Meeting for shareholders to vote on the Merger Proposal with Mellanox on January 19, 2016. The record date for shareholders eligible to vote at such Extraordinary General Meeting is December 18, 2015. The Company will file and mail updated proxy materials to EZchip shareholders during the week of December 21st.
The Company’s Board of Directors continues to unanimously recommend that shareholders vote FOR the proposed transaction with Mellanox.
The transaction is projected to close in the first quarter of 2016, subject to the completion of certain closing conditions.
Conference Call and Webcast – Shareholders May Submit Questions
The Company also announced today that it will host a telephonic conference call and webcast tomorrow, December 17, 2015, at 10:00 am ET, 7:00 am PT, 3:00 pm UK time and 5:00 pm Israel time to discuss the outcome of the Company’s comprehensive “go-shop” process, the Merger Proposal with Mellanox and provide a business update. During the call, EZchip CEO Eli Fruchter will address live questions from analysts and previously emailed questions from shareholders. Shareholders may email questions to EZCHmerger@ezchip.com.
Presentation slides will accompany the live webcast, which are available on the investor relations section of the Company’s website, click.icptrack.com. Participants may access the webcast through EZchip’s investor relations website or the call by dialing (866) 610-1072 for U.S. locations or (973) 935-2840 for international locations. A passcode, 6580391, will be required.
A replay of the discussion will be available shortly after the call through January 20, 2016 and can be accessed through the investor relations section of the Company’s website, or by dialing (800) 585-8367 for U.S. locations or (404) 537-3406 for international locations. A passcode, 6580391, will be required. |
