Avago Technologies Ltd. and Emulex Corp. announced that they have entered into a definitive agreement under which Avago will acquire Emulex, a leader in network connectivity, monitoring and management, in an all-cash transaction valued at approximately $606 million, or $609 million net of cash and debt acquired. Under the terms of the agreement, which has been approved by the boards of directors of both companies, a subsidiary of Avago will commence a tender offer for all of the outstanding shares of Emulex common stock for $8 per share in cash. Avago expects to fund the transaction with cash available on its balance sheet.
"Emulex's connectivity business fits very well with Avago's existing portfolio serving the enterprise storage end market," stated Hock Tan, president and chief executive officer of Avago. "We are excited to welcome the Emulex team to Avago."
"This combination represents a great opportunity for Emulex and its employees to build upon our history of delivering leading-edge solutions to our customers, while providing immediate value to our stockholders," said Jeffrey Benck, president and chief executive officer of Emulex. "Our leading portfolio is a strong complement to Avago's offerings and capabilities, accelerating our strategy to support next generation server and storage architectures."
Upon closing, the transaction is expected to be immediately accretive to Avago's non-GAAP earnings per share.
Senior members of the Emulex management team and all of the directors of Emulex, collectively owning approximately 2.5 percent of Emulex's outstanding shares have executed Tender and Support Agreements in support of the transaction.
The transaction is subject to customary closing conditions, including the tender into the offer by Emulex stockholders of shares representing at least a majority of the outstanding shares of Emulex common stock on a fully diluted basis, and the receipt of relevant regulatory approvals, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and relevant foreign antitrust laws. It is expected that the transaction will close in the second half of Avago's fiscal year ending November 1, 2015.