EZchip Semiconductor Ltd. ("EZchip" or the "Company") (NASDAQ: EZCH), a leader in high-performance processing solutions for carrier and data center networks, today announced that it has executed an amendment to the merger agreement with Mellanox Technologies, Ltd. ("Mellanox") (NASDAQ: MLNX).
Pursuant to the amended agreement, which was unanimously approved by EZchip's Board of Directors, EZchip will actively solicit alternative offers from third parties during a 30-day "go-shop" period, commencing onNovember 17, 2015, and which will expire on December 16, 2015. In addition, the amended merger agreement provides for a complete waiver of Mellanox's right to a termination fee.
Eli Fruchter, CEO of EZchip, said, "The EZchip Board has been focused on achieving the best possible outcome for our shareholders throughout this process, and the amended merger agreement announced today further demonstrates our commitment to acting in the best interests of all shareholders. Moreover, we believe that the reelection of all of EZchip's directors at the Annual General Meeting last week underscores shareholders' recognition that our Board is committed to delivering maximum value to shareholders."
Under the terms of the merger agreement with Mellanox, EZchip shareholders will receive $25.50 cash for each ordinary share of EZchip that they hold at the closing of the transaction. The transaction is valued at approximately $811 million. The $25.50 cash per share offer represents a 16% premium over the closing price of EZchip shares on September 29, 2015, the last trading day prior to the public announcement of the transaction, and a 33.1% premium and 31.2% premium over the volume-weighted average closing prices of EZchip's ordinary shares over the 12-month period and 3-month period prior to the public announcement of the transaction.
The Company noted that there can be no assurance that the "go-shop" process will result in a superior proposal. In addition, before EZchip accepts an acquisition proposal that constitutes a superior proposal, Mellanox will have a matching right. Additional information will be provided upon conclusion of the "go-shop" period.
In the event that no superior proposal is obtained, the shareholder vote on the Merger Proposal with Mellanox will take place at an Extraordinary General Meeting on January 19, 2016. The record date for shareholders eligible to vote at such Extraordinary General Meeting is scheduled to be December 18, 2015. The Company will file and mail updated proxy materials to EZchip shareholders following the completion of the "go-shop" period.
The transaction is projected to close in the first quarter of 2016, subject to the completion of certain closing conditions.
Barclays acted as exclusive financial adviser to EZchip and Naschitz, Brandes, Amir & Co. and Carter Ledyard& Milburn LLP acted as EZchip's legal counsel.