Broadcom Comments on PROXY Governance Report
* Reuters is not responsible for the content in this press release.
IRVINE, Calif.June 24 /PRNewswire-FirstCall/ -- Broadcom Corporation (Nasdaq:
BRCM) today announced that PROXY Governance, Inc. has recommended that Emulex
shareholders vote in favor of Proposal 1 in Broadcom's Consent Solicitation.
This proposal -- which is the single most important proposal before Emulex
shareholders -- would give shareholders the option to call a special meeting
at which they may voice their interests.
"PROXY Governance's recommendation today in favor of the right of shareholders
to hold a special meeting is a positive development that shifts the leverage
away from Emulex's insular board, and reinforces our view that Emulex
shareholders should be given the right to make their voices heard at a special
meeting of shareholders," said Scott A. McGregor, Broadcom's President and
Chief Executive Officer. "At the same time, we disagree with PROXY
Governance's conclusion with respect to the other proposals in Broadcom's
Consent Solicitation. First and last, the provisions in this Consent
Solicitation are about Emulex shareholders and their right to make a decision.
We urge Emulex shareholders to vote for all proposals in our Consent
Solicitation so that they have a full and unfettered opportunity to be heard
on our offer."
The proposals would give Emulex shareholders more rights and a forum to
express their interests without any future obligations to tender shares, agree
to a sale, or add or remove Board members, Broadcom noted. At the meeting,
Emulex shareholders could vote in whatever manner they feel best represents
their interests, the company said.
"We are prepared to complete a transaction quickly to provide Emulex
shareholders with cash at a significant premium as soon as possible. We also
continue to favor collaborative discussions with Emulex and we have indicated
a willingness to further evaluate our offer if Emulex will agree to provide
new and material information with respect to its valuation that is not
ascertainable from public information. However, to date Emulex's Board and
management have remained largely unresponsive, promoting misleading and
irrelevant statements and expensive litigation. We urge Emulex shareholders to
consent to Broadcom's proposals so that a special meeting may be called and
shareholders may express their views without further delay and expense. Delays
mean greater uncertainty for customers and employees, whose support will be
crucial regardless of the outcome, and delays will add to everyone's
opportunity costs," McGregor added.
The company noted that it disagrees strongly with the PROXY Governance
evaluation of the financial attractiveness of its offer, noting that the offer
represents a substantial premium on the basis of a number of measures not,
apparently, taken into account by PROXY Governance, including premium to
future street expectations, premium to core business value, and premium to
Emulex's CY 2010 price-earnings (P/E) multiple. In addition, the Broadcom
offer represents a substantial premium to the average premium for technology
mergers and acquisitions since 2005.
"We have made an all-cash offer that would deliver a significant premium and a
high level of certainty. Conversely, we urge investors to weigh carefully the
significant risks if Emulex continues as a standalone company, given its long
history of stock price underperformance relative to its peers and the market.
Emulex has failed to execute, and its design wins have not resulted in
significant revenue growth or increased market share for the company," said
McGregor.
About Broadcom
Broadcom Corporation is a major technology innovator and global leader in
semiconductors for wired and wireless communications. Broadcom (R) products
enable the delivery of voice, video, data and multimedia to and throughout the
home, the office and the mobile environment. We provide the industry's
broadest portfolio of state-of-the-art system-on-a-chip and software solutions
to manufacturers of computing and networking equipment, digital entertainment
and broadband access products, and mobile devices. These solutions support our
core mission: Connecting everything (R) .
Broadcom is one of the world's largest fabless semiconductor companies, with
2008 revenue of $4.66 billion, holds over 3,300 U.S. and over 1,300 foreign
patents, and has more than 7,500 additional pending patent applications, and
one of the broadest intellectual property portfolios addressing both wired and
wireless transmission of voice, video, data and multimedia. Broadcom is
headquartered in Irvine, Calif., and has offices and research facilities in
North America, Asia and Europe. Broadcom may be contacted at +1.949.926.5000
or at www.broadcom.com.
This press release does not constitute an offer to buy or a solicitation of an
offer to sell any securities. Broadcom has filed a Tender Offer Statement on
Schedule TO with the U.S. Securities and Exchange Commission ("SEC")
containing an offer to purchase all of the outstanding shares of common stock
of Emulex Corporation ("Emulex") for $9.25 per share. The tender offer is
being made solely by means of the offer to purchase, and the exhibits filed
with respect thereto (including the letter of transmittal), which contain the
full terms and conditions of the tender offer. INVESTORS AND SECURITY HOLDERS
OF EMULEX ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders may obtain free copies of these
documents and other documents filed with the SEC by Broadcom Corporation
through the Web site maintained by the SEC at http://www.sec.gov or by
directing a request by mail to Innisfree M&A Incorporated at 501 Madison
Avenue 20th Floor, New York, NY 10022, or by calling toll-free at (877)
687-1875 or collect at (212) 750-5833.
All statements included or incorporated by reference in this press release
other than statements or characterizations of historical fact, are
forward-looking statements. These forward-looking statements are based on our
current expectations, estimates and projections about our business and
industry, 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 "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. Important risk factors that could contribute to
such differences or otherwise affect our business, results of operations and
financial condition include the possibility that Broadcom will not pursue a
transaction with Emulex and the risk factors discussed in our Annual Report on
Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports
on Form 8-K, and other Securities and Exchange Commission filings. The
forward-looking statements in this release speak only as of this date. We
undertake no obligation to revise or update publicly any forward-looking
statement, except as required by law.
Broadcom (R), the pulse logo, Connecting everything (R), and the Connecting
everything logo are among the trademarks of Broadcom and/or its affiliates in
the United States, certain other countries and/or the EU. Any other trademarks
or trade names mentioned are the property of their respective owners.
Broadcom Business Press Contact
Bob Marsocci
Vice President, Corporate Communications
949-926-5458
bmarsocci@broadcom.com
Broadcom Financial Analyst Contact
T. Peter Andrew
Vice President, Corporate Communications
949-926-5663
andrewtp@broadcom.com
SOURCE Broadcom Corporation; BRCM Corporate
Business Press, Bob Marsocci, Vice President, Corporate Communications,
+1-949-926-5458, bmarsocci@broadcom.com, or Financial Analysts, T. Peter
Andrew, Vice President, Corporate Communications, +1-949-926-5663,
andrewtp@broadcom.com, both of Broadcom Corporation
Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.



Follow Reuters