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Published on 6/29/2009 in the Prospect News Special Situations Daily.

Broadcom increases and extends its tender offer for Emulex shares

By Lisa Kerner

Charlotte, N.C., June 29 - Broadcom Corp. announced it raised its tender offer for the outstanding shares of Emulex Corp. to $11.00 from $9.25 per share, and extended its tender offer to midnight ET on July 14. The offer was slated to close on July 1 after being extended from June 17.

Approximately 2,253,814 shares of Emulex had been tendered and not withdrawn in the offer as of 5 p.m. ET on June 17, Broadcom said.

Broadcom said its latest offer is the best offer it intends to make based on publicly available information on Emulex "and the value Broadcom anticipates to itself from an expedited transaction."

According to Broadcom, it wants to complete a transaction with Emulex on a "friendly, reasonable and expedited basis."

Given the Emulex's defenses, Broadcom said it could only complete the transaction if Emulex agrees. As a result, Broadcom has dropped its consent solicitation to amend Emulex's bylaws and hold a special meeting and has halted a lawsuit seeking to challenge Emulex's supermajority voting bylaw and poison pill.

Emulex announced last week that Proxy Governance, Inc. recommended against Broadcom's request for a special meeting to replace the board of directors of Emulex.

Emulex urged its stockholders to use the white proxy card to revoke consent on all Broadcom proposals.

Proxy Governance rejected four and another proxy advisory firm, Glass, Lewis & Co., rejected all five of Broadcom's consent solicitation proposals, a prior Emulex news release said.

Emulex is a Costa Mesa, Calif., storage networking company.

Irvine, Calif.-based Broadcom provides semiconductors for wired and wireless communications.


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