UPDATE 2-Broadcom raises Emulex offer to $912 mln

Mon Jun 29, 2009 9:34pm EDT

* Ups bid to $11 per share from $9.25

* Drops consent solicitation, urges friendly deal

* Says best offer it plans to make

* Emulex shares up 2.7 pct (adds new details, Emulex response, analyst comment)

By Gabriel Madway

SAN FRANCISCO, June 29 (Reuters) - Broadcom Corp (BRCM.O) on Monday raised its cash tender offer for storage technology company Emulex Corp (ELX.N) to $912 million and changed the tenor of its previously hostile takeover bid in what it called a final effort to engage Emulex's board.

Broadcom boosted its cash bid to $11 a share from $9.25 and said it would extend its tender offer as required for an additional 10 business days to July 14.

The wireless chipmaker said it was the best offer it planned to make, and urged Emulex to support a friendly, negotiated deal.

In a letter to Emulex's board, Broadcom Chief Executive Scott McGregor asked the company to move swiftly on the new offer, saying a delay would "erode the value of a combination."

"This is especially so because Broadcom has other value-creating opportunities. We believe it is in the interest of each company's stakeholders to complete a transaction expeditiously or to conclude that we cannot, and move on."

In response, Emulex issued a statement saying it plans to review the new offer and make a recommendation to shareholders.

Pacific Crest Securities analyst Brent Bracelin said the bid represents a more serious offer by Broadcom.

"It clearly shows their intent to want to acquire the Emulex asset. I think it's a fair valuation for Emulex, it really puts the ball in Emulex's court as to whether the board will legitimately consider the offer or not."

Abandoning its hostile approach, Broadcom plans to drop its consent solicitation to Emulex's stockholders that sought to amend company bylaws and hold a special shareholder meeting to vote on the bid. Broadcom also said it does not plan to nominate alternative candidates to Emulex's board.

In addition, Broadcom will abandon its lawsuit challenging the validity of Emulex's supermajority voting bylaw and its "poison pill" anti-takeover device.

Broadcom said its new bid of $11 a share represented a 66 percent premium to Emulex's closing share price on April 20 -- the day before Broadcom announced its initial offer. It was only slightly above Emulex's closing price of $10.88 on Monday.

Emulex rejected the chipmaker's bid in May and has urged shareholders to do the same, calling the earlier offer "grossly inadequate."

Broadcom had twice extended the deadline of its tender offer, which was attracting little support from shareholders. Less than 3 percent of Emulex's outstanding shares had been tendered when Broadcom last extended the deadline, on June 18.

Shares of Emulex rose 2.8 percent to $11.18 in after-hours trading from their close of $10.88. (Reporting by Gabriel Madway; editing by Carol Bishopric)

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