SAN JOSE, Calif., July 13, 2016 /PRNewswire/ -- Cavium, Inc.
(Nasdaq: CAVM) ("Cavium"), a leading provider of semiconductor
products that enable intelligent processing for enterprise, data
center, cloud, wired and wireless networking, today announced that
it commenced an exchange offer (the "Offer") for all of the
outstanding shares of QLogic Corporation (Nasdaq: QLGC) ("QLogic"),
a leading supplier of high performance networking infrastructure
solutions, through a wholly-owned subsidiary of Cavium, pursuant to
their previously announced merger agreement, dated June 15, 2016. Subject to the terms and
conditions of the Offer, QLogic stockholders who validly tender
their shares in the Offer will receive $11.00 in cash and 0.098 shares of Cavium common
stock for each share of QLogic common stock.
The Offer is scheduled to expire at 12:00 midnight, New York City time, at the end of August 9, 2016, unless earlier extended or
terminated. The terms and conditions of the Offer are described in
the exchange offer documents, which will be mailed to QLogic
stockholders and have been filed with the Securities and Exchange
Commission ("SEC").
Upon satisfaction of the conditions to the Offer, and after the
shares tendered in the Offer are accepted for payment, Cavium and
QLogic intend, as promptly as practicable, to effect a merger
pursuant to Section 251(h) of the Delaware General Corporation Law,
which would not require a vote of QLogic's stockholders, and which
would result in each outstanding share of QLogic common stock not
tendered in the Offer (other than shares held by QLogic in
treasury, by Cavium or its subsidiaries or by QLogic stockholders
who have validly exercised their appraisal rights under
Delaware law) being converted into
the right to receive $11.00 in cash
and 0.098 shares of Cavium common stock. The Offer is subject to
customary conditions, including the tender by QLogic stockholders
of a number of shares of QLogic common stock that, together with
any shares already held by Cavium, represents at least a majority
of the outstanding shares of QLogic's common stock and certain
regulatory clearances, including the expiration or termination of
the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act. No approval of the stockholders of QLogic is
required in connection with the proposed transaction. The board of
directors of QLogic unanimously recommends that QLogic stockholders
accept the Offer and tender their shares of QLogic common stock to
Cavium pursuant to the Offer.
In connection with the Offer, Cavium has filed a registration
statement on Form S-4 including a prospectus/offer to exchange and
certain ancillary documentation that will be mailed to QLogic
stockholders and a tender offer statement on Schedule TO with the
SEC, and QLogic has filed a solicitation/recommendation statement
on Schedule 14D-9 that will also be mailed to QLogic stockholders.
These documents contain important information about the Offer that
should be read carefully before any decision is made with respect
to the Offer.
About Cavium
Cavium is a leading provider of highly
integrated semiconductor products that enable intelligent
processing in enterprise, data center, cloud, wired and wireless
service provider applications. Cavium offers a broad portfolio of
integrated, software compatible processors ranging in performance
up to 100 Gbps that enable secure, intelligent
functionality in enterprise, data center, broadband and
access & service provider equipment. Cavium's processors
are supported by ecosystem partners that provide operating systems,
tool support, reference designs and other services. Cavium's
principal offices are in San Jose,
California with design team locations in California, Massachusetts, India, and China. For more information, please
visit: http://www.cavium.com.
Cautionary Note Concerning Forward-Looking
Statements
Certain statements made herein, including, for
example, information regarding the proposed transaction between
Cavium and QLogic, the expected timetable for completing the
transaction, and the potential benefits of the transaction, are
"forward-looking statements." These forward-looking statements
reflect the current analysis of existing information and are
subject to various risks and uncertainties. As a result, caution
must be exercised in relying on forward-looking statements. Due to
known and unknown risks, our actual results may differ materially
from our expectations or projections.
The following factors, among others, could cause actual results
to differ materially from those described in these forward-looking
statements: the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; the outcome of any legal proceedings that could be
instituted against QLogic or its directors or Cavium related to the
merger agreement; the possibility that various conditions to the
consummation of the Cavium exchange offer and merger may not be
satisfied or waived, including the receipt of all regulatory
clearances related to the merger; the failure of Cavium to obtain
the necessary financing pursuant to the arrangements set forth in
the debt commitment letter delivered pursuant to the merger
agreement or otherwise; uncertainty as to how many shares of QLogic
common stock will be tendered into the Cavium exchange offer; the
risk that the Cavium exchange offer and merger will not close
within the anticipated time periods; risks related to the ultimate
outcome and results of integrating the operations of Cavium and
QLogic, the ultimate outcome of Cavium's operating strategy applied
to QLogic and the ultimate ability to realize synergies; the
effects of the business combination on Cavium and QLogic, including
the increased level of indebtedness resulting from the transaction,
and the combined company's future financial condition, operating
results, strategy and plans; risks that the proposed transaction
disrupts current plans and operations, and potential difficulties
in employee retention as a result of the merger; the risk of
downturns in the semiconductor and networking industries; the
effects of local and national economic, credit and capital market
conditions on the economy in general; and other risks and
uncertainties described herein, as well as those risks and
uncertainties discussed from time to time in our other reports and
other public filings with the SEC, including, but not limited to,
those detailed in QLogic's Annual Report on Form 10-K for the year
ended April 3, 2016, and Cavium's Annual Report on Form 10-K
for the year ended December 31, 2015 and Cavium's most recent
Quarterly Report on Form 10-Q filed with the SEC. The
forward-looking statements contained herein are made only as of the
date hereof, and we undertake no obligation to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information and Where to Find It
This document relates to a pending business combination
transaction between Cavium and QLogic. This document does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. Cavium has
filed a registration statement on Form S-4 related to the
transaction with the SEC and may file amendments thereto. Cavium
and a wholly-owned subsidiary of Cavium has filed a tender offer
statement on Schedule TO (including a prospectus/offer to exchange,
a related letter of transmittal and other exchange offer documents)
related to the transaction with the SEC and may file amendments
thereto. QLogic has filed a solicitation/recommendation statement
on Schedule 14D-9 with the SEC and may file amendments thereto.
QLogic and Cavium may also file other documents with the SEC
regarding the transaction. This document is not a substitute for
any registration statement, Schedule TO, Schedule 14D-9 or any
other document which QLogic or Cavium may file with the SEC in
connection with the transaction. Investors and security holders
are urged to read the registration statement, the Schedule TO
(including the prospectus/offer to exchange, related letter of
transmittal and other exchange offer documents), the
solicitation/recommendation statement on Schedule 14D-9 and the
other relevant materials with respect to the transaction carefully
and in their entirety when they become available before making any
investment decision with respect to the transaction, because they
contain important information about the transaction.
The prospectus/offer to exchange, the related letter of
transmittal and certain other exchange offer documents, as well as
the solicitation/recommendation statement, will be made available
to all holders of QLogic's stock at no expense to them. The
exchange offer materials and the solicitation/recommendation
statement are available for free at the SEC's website at
www.sec.gov. Additional copies of the exchange offer materials and
the solicitation/recommendation statement may be obtained for free
by contacting Cavium's Investor Relations department at
(408) 943-7417 or at angel.atondo@cavium.com. Additional
copies of the solicitation/recommendation statement may be obtained
for free by contacting QLogic's Investor Relations department at
(949) 542-1330 or at doug.naylor@qlogic.com.
In addition to the prospectus/offer to exchange, the related
letter of transmittal and certain other exchange offer documents,
as well as the solicitation/recommendation statement, Cavium and
QLogic file annual, quarterly and current reports and other
information with the SEC. You may read and copy any reports or
other information filed by Cavium and QLogic at the SEC's website
at http://www.sec.gov.
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SOURCE Cavium, Inc.