PROXY Governance Recommends Against Broadcom Request for Special Meeting to Replace...

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Wed Jun 24, 2009 3:31pm EDT

PROXY Governance Recommends Against Broadcom Request for Special Meeting to
Replace Emulex Board

COSTA MESA, Calif., June 24, 2009 (GLOBE NEWSWIRE) -- Emulex Corporation
(NYSE:ELX) today announced that PROXY Governance, Inc., a leading proxy advisory
firm, recommends against Broadcom Corporation's (Nasdaq:BRCM) request for a
special meeting to replace Emulex's Board of Directors. The Emulex Board of
Directors continues to urge stockholders to use the WHITE proxy card provided by
Emulex to revoke consent on all Broadcom proposals.

In its recommendation against Broadcom's proposal requesting a special meeting,
the PROXY Governance report said, "This proposal to call a special meeting is
part of a larger strategy by a potential strategic acquirer to complete an
acquisition of the company at a price the board has already rejected as
undervalued, and which is currently significantly below the market price for the
company's shares. As the company's operations and financial health remain
robust, indicating there is no intrinsic need to sell the company at all, we do
not believe support for this proposal - much less the removal of the incumbent
directors which the special meeting would propose - is warranted."

In their report, PROXY Governance also stated, "An unsolicited buyout offer does
not obligate a board to sell the company at a discount."

Commenting on the Broadcom offer, PROXY Governance said, "The offer of $9.25,
clearly, is an inappropriate anchor for any potential discussion of a sale,
regardless of where shares traded in April."

The PROXY Governance report also stated, "The strongest validation of the
board's analysis, however, comes from the market itself: on news of the $9.25
cash offer, shares jumped 47% to close at $9.69, materially above the cash offer
price. Shares have generally trended up since then, closing as high as $11.30
per share - 17% above the cash offer price - on June 12, 2009, and closing most
recently at $10.65, or a premium of 10% to the offer price, on June 22, 2009.
Just as significantly, relatively few shares have traded since April 20,
indicating that most shareholders - including merger arbitrageurs attracted by
the Broadcom announcement - believe the company remains a value even at 10% over
the takeout price."

Jim McCluney, Emulex President and Chief Executive Officer, said, "We are
pleased that PROXY Governance recommends rejecting Broadcom's request for a
special meeting where Broadcom would attempt to replace the current Emulex Board
with hand-picked Broadcom nominees who we believe would support their grossly
inadequate offer. We see no benefit for stockholders to give Broadcom, an owner
of just 100 Emulex shares, a special meeting when our annual meeting on November
19 will provide a truly open forum for stockholders to express their views and
vote on our entire Board. We respectfully disagree with PROXY Governance's
position on Proposal One, which would allow stockholders to call a special
meeting with support of 10 percent of the outstanding shares because we believe
in this case the special meeting Broadcom seeks is nothing more than an attempt
to further their inadequate offer. We continue to urge stockholders to reject
Broadcom's consent solicitation and tender offer."

PROXY Governance's report, rejecting four of the five Broadcom proposals,
follows a report issued June 19 by Glass Lewis & Co., a leading proxy advisory
firm, which recommends against all five of Broadcom's consent solicitation
proposals.

To reject Broadcom's tender offer and related consent solicitation, stockholders
do NOT need to take any action on the GOLD colored card that they may have
received from Broadcom. Instead, Emulex stockholders should sign and return the
WHITE consent revocation card provided by Emulex. Filling out and mailing this
card will enable Emulex to keep informed of the process. Also, any stockholder
who filled out and mailed a GOLD card but wishes to revoke it can simply
complete and mail a WHITE card. Detailed instructions on how to complete the
WHITE card can be found at www.emulexvalue.com or obtained by calling MacKenzie
Partners, Inc. at 1-800-322-2885.

About Emulex

Emulex is the leader in converged networking solutions for the data center. Our
Connectivity Continuum architecture provides intelligent networking services
that transition today's infrastructure into tomorrow's unified network
ecosystem. Emulex provides a single framework that intelligently connects every
server, network and storage device within the data center. Through strategic
collaboration and integrated partner solutions, Emulex provides its customers
with industry leading business value, operational flexibility and strategic
advantage. Emulex is listed on the New York Stock Exchange (NYSE:ELX) and has
corporate headquarters in Costa Mesa, California. News releases and other
information about Emulex Corporation are available at http://www.emulex.com.

The Emulex Corporation logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=1744

Safe Harbor Statement

The statements set forth above include 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, as amended, that may be subject to
the "safe harbor" of those Acts. The safe harbor does not apply to
forward-looking statements made in connection with a tender offer. These
forward-looking statements involve risk and uncertainties. The company wishes to
caution readers that a number of important factors could cause actual results to
differ materially from those in the forward-looking statements. Those factors
include the effect of Broadcom's unsolicited tender offer to acquire all of
Emulex's outstanding common stock; the related consent solicitation of Broadcom
and any related litigation on the company's business; changes in economic
conditions or changes in end user demand for technology solutions; Emulex's
dependence on a limited number of customers and the effects of the loss of, or
decrease or delays in orders by, any such customers, or the failure of such
customers to make payments; the rapidly changing nature of technology, evolving
industry standards and frequent introductions of new products and enhancements
by competitors; the effect of rapid migration of customers towards newer, lower
cost product platforms; slower than expected growth of the storage networking
market or the failure of the company's Original Equipment Manufacturer ("OEM")
customers to successfully incorporate Emulex products into their systems; delays
in product development; the highly competitive nature of the markets for
Emulex's products; Emulex's ability to gain market acceptance for its products;
any inadequacy of the company's intellectual property protection or the
potential for third-party claims of infringement; the company's ability to
attract and retain skilled personnel; and the company's reliance on third-party
suppliers. These and other factors which could cause actual results to differ
materially from those in the forward-looking statements are also discussed in
the company's filings with the Securities and Exchange Commission (the "SEC"),
including its recent filings on Forms 8-K, 10-K and 10-Q. All trademarks, trade
names, service marks, and logos referenced herein belong to their respective
companies.

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CONTACT:  Emulex Corporation
          Investor Contacts:
          Frank Yoshino, Vice President, Finance
            (714) 885-3697
          Press Contacts:
          Katherine Lane, Manager, Public Relations
            (714) 885-3828

          MacKenzie Partners
          Dan Burch
          Amy Bilbija
          (212) 929-5500

          Sard Verbinnen & Co
          Andrew Cole
          Diane Henry
          (415) 618-8750
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