SAN JOSE, Calif., Aug. 2, 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 the
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act") in
connection with its proposed acquisition of QLogic Corporation
("QLogic") occurred at 11:59 p.m. EDT
on July 29, 2016.
As previously announced, Cavium has entered into a merger
agreement under which Cavium will acquire QLogic for $11.00 in cash and 0.098 shares of Cavium common
stock for each share of QLogic common stock, through an exchange
offer (the "Offer") followed by a merger of a wholly owned
subsidiary of Cavium with and into QLogic. The expiration of
the HSR Act waiting period satisfies one of the conditions required
to consummate the Offer. The closing of the Offer remains
subject to other customary conditions, including the tender of a
majority of the outstanding shares 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 have been mailed
to QLogic stockholders and filed with the Securities and Exchange
Commission ("SEC").
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, as amended, and may file amendments
thereto. Cavium and a wholly-owned subsidiary of Cavium have 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, as amended, and may file amendments thereto. QLogic has filed
a solicitation/recommendation statement on Schedule 14D-9 with the
SEC, as amended, 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, and to
review any additional materials 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.