Thursday, November 12, 2015

EZChip Postpones Vote on Acquisition by Mellanox

At the request of Mellanox Technologies, EZChip is postponing the date for its shareholders to vote on the current acquisition agreement by Mellanox. The vote had be scheduled for November 12.

Mellanox has proposed a waiver of its merger termination fee and a 30-day go-shop period under which EZChip could solicit third party offers.

Mellanox also reaffirmed its "full, fair and firm" offer of $25.50 per EZchip share, which represents a premium of 16% over the closing price of EZchip shares on September 29, 2015 (the last trading day prior to the public announcement) and a 33% premium and 31% premium over the volume-weighted average closing prices of EZchip shares over the 12-month and 3-month period prior to the public announcement of the transaction.

Mellanox to Acquire EZchip

Mellanox Technologies agreed to acquire EZchip, a supplier of network processors and embedded CPUs for carrier and data center networks, for a cash purchase price of $25.5 per share, implying a transaction value of approximately $811 million (approximately $620 million net of cash).

EZchip’s silicon portfolio of solutions includes network processors, multi-core processors, intelligent network adapters, and high-performance appliances with a comprehensive software ecosystem, that scale to terabit performance levels. The company has expertise in security, deep packet inspection, video, and storage processing. EZChip is based in Yokneam, Israel. Eli Fruchter has served as CEO since the company's inception in May 1999

Mellanox said the EZchip acquisition is a step in its strategy to become the leading broad-line supplier of intelligent interconnect solutions for the software-defined data centers.

“The synergies between EZchip and Mellanox create attractive opportunities. We expect our combined technologies, and product portfolios to deliver leading end-to-end intelligent interconnect and processing solutions to data centers and wide area networks,” said Eyal Waldman, president and CEO of Mellanox Technologies.

“Joining forces with Mellanox represents numerous synergies that create a true powerhouse for connectivity and processing. With Mellanox's leading layer 1 - 3 connectivity solutions for data centers and EZchip's leading layer 3 – 7 processing solutions for carrier networks, the two companies complement each other in technology, products, markets served and customers. Together, we enable a multitude of layer 1 through 7 solutions for data centers and carriers,” said Eli Fruchter, CEO of EZchip.

The combined businesses currently have approximately 2,400 employees, and have generated combined revenues of $668 million for the twelve months ended June 30, 2015.

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