Broadcom's all cash tender offer to purchase Emulex

IRVINE, USA: Broadcom Corp. announced that its wholly owned subsidiary, Fiji Acquisition Corporation, has commenced a tender offer for all the outstanding shares of common stock of Emulex Corp.

In addition, Broadcom announced the filing of a preliminary consent solicitation statement to amend Emulex's Bylaws to allow stockholders to call a special meeting of stockholders.

Under the terms of the offer, Emulex stockholders would receive $9.25 net per share in cash (less any applicable withholding taxes and without interest). This represents a total equity value of approximately $764 million. The offer is:

*  A 62-percent premium to Emulex's average closing stock price for the 30 trading days immediately prior to Broadcom's public offer to acquire Emulex announced on April 21, 2009;

*  A 42-percent premium over the median 12-month stock price target published by research analysts as of April 20, 2009;

*  A 40-percent premium over the closing price of Emulex common stock on April 20, 2009; and

*  An approximately 85-percent premium over Emulex's enterprise value as of the closing price of Emulex common stock on April 20, 2009.

Unless extended, the tender offer is scheduled to expire at midnight, Eastern time, on Wednesday, June 3, 2009.