Emulex Acquires 89 Percent Ownership Of Endace

                Emulex Acquires 89 Percent Ownership Of Endace

Company Welcomes Endace Employees and Extends Offer by 14 Days to March 12,
2013

PR Newswire

COSTA MESA, Calif. and SUNNYVALE, Calif., Feb. 26, 2013

COSTA MESA, Calif. and SUNNYVALE, Calif., Feb. 26, 2013 /PRNewswire/ --Emulex
Corporation (NYSE: ELX), the leader in network connectivity, monitoring, and
management, and Endace Limited (LSE: EDA), a leading supplier of network
visibility infrastructure products, announced today that Emulex has acquired
control of Endace and beneficial ownership of 89 percent of the shares in
Endace. Emulex has also extended its offer period by 14 days, to 1 p.m.
London time on March 12, 2013 for remaining shareholders to submit their
shares to the Offer, and it is likely that Endace will shortly be de-listed
from trading on the London Stock Exchange AIM.

(Logo: http://photos.prnewswire.com/prnh/20120403/NE81278LOGO)

"I'm excited to welcome Mike Riley and the Endace team to Emulex," said Jim
McCluney, chief executive officer (CEO) of Emulex. "The acquisition of Endace
doubles our total addressable market and places Emulex in another high-margin,
high-growth market, enhancing our ability to deliver industry-leading
solutions to connect, monitor and manage high-performance networks."

Mike Riley, CEO of Endace, now senior vice president and general manager of
Endace, a division of Emulex, said, "We are delighted to become a part of
Emulex, and this marks the next step in our strategy to become the market
leader in network visibility solutions. The combined capabilities and
technical depth of Emulex and Endace will enable us to deliver true end-to-end
network management, expand our global reach and better support our customers."

Emulex continues to urge Endace shareholders to submit share acceptances so
that Emulex attains 100 percent ownership of Endace. Prior to 1 p.m. London
time on February 26, 2013, Emulex declared the Offer wholly unconditional, and
extended the offer period by 14 days in accordance with New Zealand law.
Endace shareholders who submitted acceptances will be sent payment for their
shares within seven days. Endace shareholders who submit shares as acceptances
during the period of February 26 through March 12, 2013 will receive payment
within seven days of receipt of their acceptances. Three directors selected by
Emulex have joined the Endace board, and two of the previous directors of
Endace have remained on the board. An application is being made to the London
Stock Exchange to cancel the admission of the Endace shares on AIM, with such
de-listing expected to become effective at 7 a.m. London time on March 27,
2013, in accordance with the AIM rules for 20 business days advance notice.

The receiving agent has reported that 195 acceptances have been received for a
total of 13,629,988 shares, which is 89.55 percent of the 15,220,068 shares of
Endace outstanding. The receiving agent reported that there are 27
non-acceptors who hold a total of 1,590,080 shares, which is 10.45 percent of
the 15,220,068 shares of Endace outstanding. The largest non-acceptor is
Elliott International, L.P, Liverpool Limited Partnership (Elliott), which
owns 1,543,500 shares, which is 10.14 percent of the 15,220,068 shares of
Endace outstanding. Elliott reported its ownership in a December 27, 2012
TR-1: Notification of Major Interest in Shares with the RNS, the company news
service from the London Stock Exchange. The other 26 non-acceptors own an
aggregate amount of 46,580 shares, which is 0.31 percent of the 15,220,068
shares of Endace outstanding.

The 89.55 percent of shares received by February 26, 2013 will be paid at the
offer price of GBP 5.00 per share, for a total of GBP 68,149,940, which is
equal to USD 107,413,766 at the reference exchange rate. The reference
exchange rate of 0.6345 GBP per 1 USD is based on the actual rates obtained by
Emulex for the currency conversion. The Endace employee stock options were
purchased for GBP 4,555,929 which is equal to USD 7,180,777 at the reference
exchange rate. If the remaining 10.45 percent of the Endace shares are
submitted by the March 12, 2013 offer period end date, then an additional
payment of GBP 7,950,400 will be made, which is equal to USD 12,530,934 at the
reference exchange rate.

The Offer was made pursuant to the New Zealand Takeovers Code (NZTC), since
Endace is a New Zealand company. The applicable NZTC rule requires, since
Emulex declared the Offer unconditional, that Emulex provide its extension
notice before the end of the offer period which had been set for 1 p.m. London
time on February 26, 2013. The offer period has been varied to be until 1 p.m.
London time on March 12, 2013 (unless extended further in accordance with the
NZTC). The applicable NZTC rule provides that the Offer must remain open for
at least 14 days after a variation notice has been sent. NZTC Rule 3(1)
provides that a code company has 50 or more shareholders, and many of the NZTC
rules apply only to such a code company, and after February 26, 2013 Endace
has ceased to be a code company since its number of shareholders has become
28.

A copy of Emulex's Offer, Endace's response (including the Endace Board
recommendation), and the Independent Adviser's report prepared by Grant Samuel
for Endace was sent to Endace shareholders and optionholders. Copies of those
documents are available from the Endace web site (www.endace.com), and from
the Emulex web site through the Emulex Form 8-K filed on December 21, 2012.

About Emulex
Emulex, the leader in network connectivity, monitoring and management,
provides hardware and software solutions for global networks that support
enterprise, cloud, government and telecommunications. Emulex's products enable
unrivaled end-to-end application visibility, optimization and acceleration.
The Company's I/O connectivity offerings, including its line of ultra
high-performance Ethernet and Fibre Channel-based connectivity products, have
been designed into server and storage solutions from leading OEMs, including
Cisco, Dell, EMC, Fujitsu, Hitachi, HP, Huawei, IBM, NetApp and Oracle, and
can be found in the data centers of nearly all of the Fortune 1000. Emulex's
monitoring and management solutions, including its portfolio of network
visibility and recording products, provide organizations with complete network
performance management at speeds up to 100Gb Ethernet. Emulex is headquartered
in Costa Mesa, Calif., and has offices and research facilities in North
America, Asia and Europe. For more information about Emulex (NYSE: ELX) please
visit http://www.Emulex.com.

About Endace
Endace provides world-leading network visibility infrastructure, which is
trusted by some of the world's largest organizations to accelerate their
response to network and security problems.

Endace Intelligent Network Recorders guarantee to capture, index and record
100-percent of network traffic while scaling from 1 Gbps to 100 Gbps.
EndaceVision is Endace's proprietary web-based application that enables
engineers to visualize, search and retrieve network traffic from any Endace
Recorder anywhere across the network.

Endace's marketing headquarters are in Sunnyvale, California. R&D is in
Auckland, New Zealand. Sales offices across the US, in Reading, UK and Sydney,
Australia provide support for customers.

Quoted on London's AIM, the stock code is LSE: EDA.L

"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, including, without limitation, those relating to our acquisition of
Endace Limited (Endace), contain forward-looking statements that involve risk
and uncertainties. We expressly disclaim any obligation or undertaking to
release publicly any updates or changes to these forward-looking statements
that may be made to reflect any future events or circumstances. We wish to
caution readers that a number of important factors could cause actual results
to differ materially from those in the forward-looking statements. These
factors include the possibility that we may not promptly complete the
acquisition of Endace, may not obtain 100 percent ownership of Endace, may not
realize the anticipated benefits from the acquisition of Endace on a timely
basis or at all, and may be unable to integrate the technology, operations and
personnel of Endace into our existing operations in a timely and efficient
manner. In addition, intellectual property claims, with or without merit,
that could result in costly litigation, cause product shipment delays, require
us to indemnify customers, or require us to enter into royalty or licensing
agreements, which may or may not be available. Furthermore, we have in the
past obtained, and may be required in the future to obtain, licenses of
technology owned by other parties. We cannot be certain that the necessary
licenses will be available or that they can be obtained on commercially
reasonable terms. If we were to fail to obtain such royalty or licensing
agreements in a timely manner and on reasonable terms, our business, results
of operations and financial condition could be materially adversely affected.
Ongoing lawsuits, such as the action brought by Broadcom Corporation
(Broadcom), present inherent risks, any of which could have a material adverse
effect on our business, financial condition, or results of operations. Such
potential risks include continuing expenses of litigation, risk of loss of
patent rights, risk of monetary damages, risk of injunction against the sale
of products incorporating the technology in question, counterclaims,
attorneys' fees, incremental costs associated with product or component
redesigns, and diversion of management's attention from other business
matters. With respect to the continuing Broadcom litigation, such potential
risks also include the adequacy of any sunset period to make design changes,
the ability to implement any design changes, the availability of customer
resources to complete any re-qualification or re-testing that may be needed,
the ability to maintain favorable working relationships with Emulex suppliers
of serializer/deserializer (SerDes) modules, and the ability to obtain a
settlement which does not put us at a competitive disadvantage. In addition,
the fact that the economy generally, and the technology and storage market
segments specifically, have been in a state of uncertainty makes it difficult
to determine if past experience is a good guide to the future and makes it
impossible to determine if markets will grow or shrink in the short term.
Continued weakness in domestic and worldwide macro-economic conditions,
related disruptions in world credit and equity markets, and the resulting
economic uncertainty for our customers, as well as the storage and converged
networking market as a whole, has and could continue to adversely affect our
revenues and results of operations. As a result of these uncertainties, we are
unable to predict our future results with any accuracy. Other factors
affecting these forward-looking statements include but are not limited to the
following: faster than anticipated declines in the storage networking market,
slower than expected growth of the converged networking market or the failure
of our Original Equipment Manufacturer (OEM) customers to successfully
incorporate our products into their systems; our dependence on a limited
number of customers and the effects of the loss of, decrease in or delays of
orders by any such customers, or the failure of such customers to make timely
payments; the emergence of new or stronger competitors as a result of
consolidation movements in the market; the timing and market acceptance of our
products or our OEM customers' new or enhanced products; costs associated with
entry into new areas of the server and storage technology markets; the
variability in the level of our backlog and the variable and seasonal
procurement patterns of our customers; any inadequacy of our intellectual
property protection and the costs of actual or potential third-party claims of
infringement and any related indemnity obligations or adverse judgments; the
effect of any actual or potential unsolicited offers to acquire us; proxy
contests or the activities of activist investors; impairment charges,
including but not limited to goodwill and intangible assets; changes in tax
rates or legislation; the effects of acquisitions; the effects of terrorist
activities, natural disasters, and any resulting disruption in our supply
chain or customer purchasing patterns or any other resulting economic or
political instability; the highly competitive nature of the markets for our
products as well as pricing pressures that may result from such competitive
conditions; the effects of changes in our business model to separately charge
for software; the effect of rapid migration of customers towards newer, lower
cost product platforms; possible transitions from board or box level to
application specific integrated circuit (ASIC) solutions for selected
applications; a shift in unit product mix from higher-end to lower-end or
mezzanine card products; a faster than anticipated decrease in the average
unit selling prices or an increase in the manufactured cost of our products;
delays in product development; our reliance on third-party suppliers and
subcontractors for components and assembly; our ability to attract and retain
key technical personnel; our ability to benefit from our research and
development activities; our dependence on international sales and
internationally produced products; changes in accounting standards; and any
resulting regulatory changes on our business. These and other factors could
cause actual results to differ materially from those in the forward-looking
statements and are discussed in our filings with the Securities and Exchange
Commission, including our recent filings on Forms 10-K and 10-Q, under the
caption "Risk Factors."

This news release refers to various products and companies by their trade
names. In most, if not all, cases these designations are claimed as
trademarks or registered trademarks by their respective companies.



Emulex Investor Contact:           Endace Press/Investor Contact:
Frank Yoshino                      Tim Nichols
Vice President, Finance            Vice President, Corporate Marketing
+1 714 885-3697                    +1 408 220-6149
frank.yoshino@emulex.com           tim.nichols@endace.com
Emulex Press Contact:
Katherine Lane
Director, Corporate Communications
+1 714 885-3828
katherine.lane@emulex.com



SOURCE Emulex Corporation

Website: http://www.emulex.com
 
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