Mellanox® Technologies, Ltd. (NASDAQ:MLNX) (TASE:MLNX), a
leading supplier of end-to-end connectivity solutions for servers
and storage systems, and Voltaire Ltd. (NASDAQ:VOLT), a leading
provider of scale-out data center fabrics, announced today that
they have signed a definitive agreement under which Mellanox will
acquire 100 percent of Voltaire’s outstanding ordinary shares for
cash at a price of $8.75 per share, or a total equity value of
approximately $218 million ($176 million net of cash). The terms of
the transaction have been unanimously approved by both the Mellanox
and Voltaire Boards of Directors. The transaction is currently
projected to close in the first quarter of 2011, subject to certain
closing conditions. The combination of the two companies will
strengthen Mellanox’s position as a premier, end-to-end
connectivity solutions provider for the growing worldwide data
center server and storage markets. According to Gartner*, worldwide
server shipments are expected to increase from approximately 9
million in 2010 to 11.2 million in 2014, and worldwide storage
systems are expected to grow from approximately 1.8 million in 2010
to 3.2 million in 2014.
The combined businesses currently have approximately 700
employees and achieved revenues of $217 million for the twelve
months ended Sept. 30, 2010.
Mellanox currently anticipates that the transaction will be
accretive to its fiscal 2011 non-GAAP earnings by $0.02 - $0.05 or
more per share. With highly complementary products, markets,
customers and strategies, Mellanox expects the proposed acquisition
of Voltaire to enhance its market position as a leading provider of
end-to-end connectivity solutions for servers and storage systems.
The combination will also help Mellanox achieve meaningful revenue
and cost synergies over time, with estimated, annualized cost
synergies of at least $10 million by the end of 2012.
Mellanox’s Board of Directors has indicated its intention to
nominate Ronnie Kenneth, the chairman and CEO of Voltaire, to join
its Board of Directors at Mellanox’s Annual General Meeting of
shareholders, which it currently anticipates will be held in May
2011. Mr. Kenneth has indicated his intention to join the Board of
Directors of Mellanox.
Mellanox and Voltaire believe that employees represent one of
their most important assets, and Mellanox looks forward to
combining employees from both organizations under one unified
management team. Mellanox expects to run the combined business from
both companies’ current offices located in Israel, the United
States and around the world. Further, Mellanox intends to retain
both companies’ existing product lines and will converge such lines
in future product generations to ensure continuity for customers
and partners of both companies. Through this acquisition, Mellanox
expects to achieve additional scale to permit it to operate as a
larger, more successful and more profitable enterprise, thus
increasing value for the combined company’s shareholders and
customers.
“The combination of Mellanox and Voltaire will create a leading
provider of connectivity solutions for our customers by leveraging
the complementary strengths of our companies. Together, we believe
the combined company will be a stronger business partner and system
solutions provider, delivering customers a comprehensive range of
end-to-end connectivity solutions,” said Eyal Waldman, president,
chairman and CEO of Mellanox Technologies. “We welcome the great
talent from Voltaire and look forward to completing the integration
of our employees to create a superior combined company.”
“We believe this is a great transaction for our customers,
employees and shareholders,” said Ronnie Kenneth, chairman and CEO
of Voltaire. “We expect the combined company to offer our customers
the financial strength of Mellanox, industry-leading solutions and
world-class development teams that drive innovation and enhance
market opportunities.”
Mellanox believes that the Voltaire acquisition will strengthen
its leadership position in providing end-to-end connectivity
systems and will expand its software and product offerings in the
growing worldwide data center server and storage markets it
serves.
Under the terms of the definitive agreement, Voltaire
shareholders will receive $8.75 for each ordinary share of Voltaire
that they hold at the closing of the transaction. The proposed
acquisition is subject to customary closing conditions, including
the receipt of applicable regulatory approvals and the approval of
Voltaire's shareholders.
In connection with the transaction, J.P. Morgan acted as
exclusive financial adviser to Mellanox, and Bank of America
Merrill Lynch acted as exclusive financial adviser to Voltaire.
Conference Call
Mellanox and Voltaire will jointly conduct an audio webcast to
discuss Mellanox's agreement to acquire Voltaire today at 5:30 a.m.
Pacific Time. To listen to the call, dial 973-409-9610
approximately ten minutes prior to the start time. Presentation
slides along with audio replay of the call will be available
following the call on the investor relations section of the
Mellanox website at http://ir.mellanox.com.
About Voltaire
Voltaire (NASDAQ:VOLT) is a leading provider of scale-out
computing fabrics for data centers, high performance computing and
cloud environments. Voltaire’s family of server and storage fabric
switches and advanced management software improve performance of
mission-critical applications, increase efficiency and reduce costs
through infrastructure consolidation and lower power consumption.
Used by more than 30 percent of the Fortune 100 and other premier
organizations across many industries, including many of the TOP500
supercomputers, Voltaire products are included in server and blade
offerings from Bull, Fujitsu, HP, IBM, NEC and SGI. Founded in
1997, Voltaire is headquartered in Ra’anana, Israel and Chelmsford,
Massachusetts. More information is available at www.voltaire.com or
by calling 1-800-865-8247
About Mellanox
Mellanox Technologies is a leading supplier of end-to-end
connectivity solutions for servers and storage that optimize data
center performance. Mellanox products deliver market-leading
bandwidth, performance, scalability, power conservation and
cost-effectiveness while converging multiple legacy network
technologies into one future-proof solution. For the best in
performance and scalability, Mellanox is the choice for Fortune 500
data centers and the world’s most powerful supercomputers. Founded
in 1999, Mellanox Technologies is headquartered in Sunnyvale,
California and Yokneam, Israel. For more information, visit
Mellanox at www.mellanox.com.
Important Information:
In connection with the proposed transaction, Voltaire will
prepare a proxy statement to be delivered to its shareholders, and
intends to furnish such proxy statement to the Securities and
Exchange Commission under cover of Form 6-K. Before making any
voting or investment decision with respect to the transaction,
investors and security holders of Voltaire are urged to read the
proxy statement and the other relevant materials when they become
available because they will contain important information about the
transaction. The proxy statement and other documents may be
obtained for free by directing such request to Voltaire Investor
Relations, telephone: +1-800-865-8247 or at www.voltaire.com.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995:
This document contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements are based on our current
expectations, estimates and projections about our industry and
business, management's beliefs and certain assumptions made by us,
all of which are subject to change.
Forward-looking statements can often be identified by words such
as "projects," "anticipates," "expects," "intends," "plans,"
"predicts," "believes," "seeks," "estimates," "may," "will,"
"should," "would," "could," "potential," "continue," "ongoing,"
similar expressions and variations or negatives of these words.
These forward-looking statements are not guarantees of future
results and are subject to risks, uncertainties and assumptions
that could cause our actual results to differ materially and
adversely from those expressed in any forward-looking
statement.
The following factors, among others, could cause actual results
to differ materially from those described in the forward-looking
statements: the challenges and costs of closing, integrating,
restructuring and achieving anticipated annualized cost synergies;
the ability to retain key employees; the actual worldwide server
shipment growth rate from 2011 to 2014; the actual worldwide
storage systems growth rate from 2011 to 2014; the impact of the
transaction discussed herein on the Company’s actual financial
results; negative customer reaction to the proposed acquisition;
the continued growth in demand for our products; the continued,
increased demand for industry standards-based technology; our
ability to react to trends and challenges in our business and the
markets in which we operate; our ability to anticipate market needs
or develop new or enhanced products to meet those needs; the
adoption rate of our products; our ability to establish and
maintain successful relationships with our OEM partners; our
ability to effectively compete in our industry; fluctuations in
demand; sales cycles and prices for our products and services; our
success converting design wins to revenue-generating product
shipments; and, our ability to protect our intellectual property
rights.
In addition, if Voltaire does not receive required shareholder
approval or if the parties fail to satisfy other conditions to
closing, the transaction may not be consummated and the anticipated
benefits to Mellanox and Voltaire of the proposed acquisition would
not be realized. In any forward-looking statement in which Mellanox
or Voltaire expresses an expectation or belief as to future
results, such expectation or belief is expressed in good faith and
believed to have a reasonable basis, but there can be no assurance
that the statement or expectation or belief will result or be
achieved or accomplished.
In addition, current uncertainty in the global economic
environment poses a risk to the overall economy as businesses may
defer purchases in response to tighter credit conditions, changing
overall demand for our products, and negative financial news.
Consequently, our results could differ materially from our prior
results due to these general economic and market conditions,
political events and other risks and uncertainties described more
fully in our documents filed with or furnished to the SEC.
More information about the risks, uncertainties and assumptions
that may impact the transaction and the parties’ businesses is set
forth in Mellanox’s Form 10-K filed with the SEC on March 5, 2010
and Form 10-Q filed with the SEC on August 4, 2010, and Voltaire’s
Form 20-F filed with the SEC on March 25, 2010, including “Risk
Factors”. All forward-looking statements in this press release are
based on information available to us as of the date hereof, and we
assume no obligation to update these forward-looking
statements.
Mellanox, BridgeX, ConnectX, InfiniBlast, InfiniBridge,
InfiniHost, InfiniRISC, InfiniScale, InfiniPCI, PhyX and Virtual
Protocol Interconnect are registered trademarks of Mellanox
Technologies, Ltd. CORE-Direct, and FabricIT are trademarks of
Mellanox Technologies, Ltd. All other trademarks are property of
their respective owners.
*Gartner: 20 September 2010, ID: G00208105, Forecast: Servers by
Form Factor, Worldwide, 3Q10 Update and ID: G00206858, Forecast:
External Controller-Based Disk Storage, Worldwide, 2010-2014, 3Q10
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