Investor Contact: Frank Yoshino, Vice President, Finance, +1 714-885-3697
Press Contact: Katherine Lane, Manager, Public Relations, 714-885-3828
EMULEX ADOPTS NEW STOCKHOLDER RIGHTS AGREEMENT
REPLACES PRIOR AGREEMENT WHICH EXPIRES ON JANUARY 19, 2009
COSTA MESA, Calif., January 16, 2009 - Emulex Corporation (NYSE:ELX) today announced that its Board of Directors (the "Board") has adopted a new stockholder Rights Agreement (the "Agreement"), replacing the Company's prior rights agreement (the "Prior Agreement") that was originally adopted in 1989, renewed previously in 1999, and expires on January 19, 2009. To implement the new Agreement, the Board declared a dividend of one preferred stock purchase right for each share of common stock of the corporation, which replaces a similar right provided in the Prior Agreement. The issuance of the rights under the Agreement will be made to stockholders of record as of the close of business on January 24, 2009.
The Agreement, which has a term of three years, is designed to help ensure that all of Emulex's stockholders continue to receive fair and equal treatment and are able to realize the long-term value of their investment in the event of any unsolicited attempted takeover of the Company, partial tender offer, open market accumulation or other potentially abusive or coercive tactic to gain control of the Company without offering a price that is in the best interests of all stockholders.
The rights will become exercisable if a person or group acquires 15% or more of Emulex's common stock or announces a tender offer, consummation of which would result in ownership by a person or group of 15% or more of the common stock. If the rights become exercisable, each right will allow its holder to purchase one one-thousandth (1 1,000) of a share of preferred stock for $35.00, except that the rights owned by a holder (including a group) of 15% or more of the Company's common stock will be voided. The exercise price is subject to certain anti-dilution adjustments.
Further details and a copy of the Agreement will be filed with the Securities and Exchange Commission in a Current Report on Form 8-K today.
Emulex Corporation creates enterprise-class products that intelligently connect storage, servers and networks. The world's leading server and storage providers rely on Emulex's award-winning HBAs, intelligent storage platforms and embedded storage products, including switches, bridges, routers and I/O controllers, to build reliable, scalable and high-performance storage and server solutions. Emulex is listed on the New York Stock Exchange (NYSE:ELX) and has corporate headquarters in Costa Mesa, California. News releases and other information about Emulex Corporation are available at www.emulex.com.
Emulex Safe Harbor Statement
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: With the exception of historical information, the statements set forth above include forward-looking statements that involve risk and uncertainties. The company wishes to caution readers that a number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include the rapidly changing nature of technology, evolving industry standards and frequent introductions of new products and enhancements by competitors; fluctuation in the growth of Fibre Channel and IP markets; changes in economic conditions or changes in end user demand for technology solutions; fluctuations or delays in customer orders; the highly competitive nature of the markets for Emulex's products; Emulex's ability to gain market acceptance for its products; the company's ability to attract and retain skilled personnel; the company's reliance on third-party suppliers. These and other factors which could cause actual results to differ materially from those in the forward-looking statements are also discussed in the company's filings with the Securities and Exchange Commission, including its recent filings on Forms 8-K, 10-K and 10-Q. All trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.