UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Month of January 2016
Commission File Number 000-20860
EZchip Semiconductor Ltd.
(Translation of registrant’s name into English)
1 Hatamar Street, P.O.B. 527, Yokneam 20692, Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_
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EXPLANATORY NOTE
In addition, on January 4, 2016, the Company mailed to its shareholders a notice titled “Vote FOR the Merger Proposal with Mellanox Technologies Ltd.” A copy of such notice is annexed hereon to as Exhibit 99.1.
The information in this explanatory note shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference to Form 6-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EZchip Semiconductor Ltd.
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Title:
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Chief Financial Officer
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Date: January 5, 2016
Exhibit Index
Exhibit 99.1
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Notice of the Company titled “Vote FOR the Merger Proposal with Mellanox Technologies Ltd.”
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4
Exhibit 99.1
![(Graphic)](http://www.sec.gov/Archives/edgar/data/892534/000117891316003865/img101_v1.jpg)
Vote
FOR the Merger Proposal With Mellanox Technologies Ltd.
![(Graphic)](http://www.sec.gov/Archives/edgar/data/892534/000117891316003865/img102_v1.jpg)
The
Decision is Clear - A Combination With Mellanox Delivers Immediate Cash Value and is in the Best Interests of Shareholders
The
value offered to EZchip’s shareholders by Mellanox is far superior to EZchip’s standalone prospects, given
the significant risks and challenges EZchip faces as a standalone company and the fact that no other buyers of the Company emerged.
Therefore, we believe the transaction with Mellanox is the best outcome.
EZchip’s
Initial Sale Process and Comprehensive 30-Day “Go-Shop” Produced Zero Alternate Proposals
EZchip’s
Board carefully, in full exercise of its fiduciary duty to all shareholders, pursued a sale process to obtain the highest price
available
6 31 0
Initial
parties approached Potential buyers approached during
go-shop period Alternate proposals
to acquire EZchip
Mellanox
Deal Offers You Immediate and Full Value With a Premium
+33% +31% +16%
$25.50
per share in cash
offer price represents full and certain value premium over 12-month volume- weighted average[1] premium
over 3-month volume- weighted average1 premium over closing price2
Vote
FOR the Merger Proposal With Mellanox Technologies Ltd. If you have questions about how to vote your shares on the
WHITE proxy card, or need additional assistance, please contact MacKenzie Partners, Inc.
Toll
Free (800) 322-2885 Collect (212) 929-5500 proxy@mackenziepartners.com
1closing
price prior to transaction announcement 2September 29, 2015 (last trading day prior to transaction announcement)
![(Graphic)](http://www.sec.gov/Archives/edgar/data/892534/000117891316003865/img103_v1.jpg)
Follow the Recommendations
of the
Board, Shareholders, Leading Advisory
Firms and Independent Analysts and
Vote FOR the Merger Proposal
Jefferies Piper
Jaffray
September 30, 2015 September
30, 2015
“We agree
with management that EZChip would be better positioned within a larger, more diversified company.” “...we
view the acquisition as a positive and note that Mellanox has a good track record for integrating prior acquisitions.”
BENCHMARK MACQUARIE
November 5, 2015 November
18, 2015
“MLNX’s
offer is at 21.0x our FY15 non-GAAP EPS estimate for EZCH, or 16.0x FY15 EPS net of EZCH’s cash position. This multiple
is in line with other M&A multiples.” “We believe by amending the merger agreement last week which
allows EZCH to go shop the company for a month and by removing the breakup fee, MLNX has addressed EZCH shareholders concerns
that EZCH was not adequately shopped around.”
ISS
(U.S.) ENTROPY (Israel)
“The offer
price of USD 25.50 in cash provides reasonable compensation for giving up the potential upside in a successful turnaround.” “...we
believe that the alignment of interests of the CEO of the Company who is also its largest individual shareholder, the fact that
the transaction was done at a price higher than the market price at the time of its announcement and the lack of any higher proposal
thus far from any competitor, indicate that the price offered by Mellanox is beneficial to all of EZchip’s shareholders.”
Unanimously
approved
and recommended
by EZchip’s Board
of Directors
Culmination
of
comprehensive go-shop
process and initial sale
process, with extensive
negotiations by the
EZchip Board
Eliminates
future
execution risks
for EZchip as a
standalone company
“As
the founder of EZchip
over 15 years ago and
its largest individual
shareholder, my interests
are aligned with yours. I
believe in the merits of
this transaction and the
value that it creates for
EZchip shareholders.”
Eli
Fruchter
CEO, EZchip
*Permission
to use quotations neither sought nor obtained. Emphasis added. |
![(Graphic)](http://www.sec.gov/Archives/edgar/data/892534/000117891316003865/img104_v1.jpg)
If
you have questions about how to vote your shares on the WHITE proxy
card, or need additional assistance, please contact the firm assisting us in the solicitation of proxies:
MacKenzie
Partners, Inc.
Toll-Free:
(800) 322-2885 Collect: (212) 929-5500
Safe
Harbor Statement
This
communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical
facts and may include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives
and expectations with respect to future operations, products and services, and statements regarding future performance and the
consummation of the merger with Mellanox Technologies, Ltd. These statements are only predictions based on EZchip’s current expectations
and projections about future events based on its current knowledge. There are important factors that could cause EZchip’s actual
results, level of activity, performance or achievements to differ materially from the results, level of activity, performance
or achievements expressed or implied by the forward-looking statements. Those factors include, but are not limited to, the impact
of general economic conditions, competitive products (including in-house customer developed products), product demand and market
acceptance risks, customer order cancellations, reliance on key strategic alliances, fluctuations in operating results, delays
in development of highly-complex products and other factors indicated in EZchip’s filings with the Securities and Exchange Commission
(SEC). For more details, refer to EZchip’s SEC filings and the amendments thereto, including its Annual Report on Form 20-F filed
on March 31, 2015 and its Current Reports on Form 6-K (including EZchip’s Proxy Statement, dated December 21, 2015). EZchip undertakes
no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in our
expectations, except as may be required by law.
Important
Additional Information
This
communication is neither an offer to purchase nor a solicitation of an offer to sell securities. Shareholders are urged to read
the Proxy Statement, dated December 21, 2015, together with the Merger Agreement and other exhibits thereto, in their entirety
because they contain important information. The Proxy Statement, dated December 21, 2015 (including the Merger Agreement with
Mellanox Technologies, Ltd. (as amended by Amendment No. 1 dated November 17, 2015) and the fairness opinion received by the EZchip
Board), has been filed by EZchip with the SEC and mailed to shareholders. Shareholders may also obtain a free copy of these statements
and other documents filed by EZchip with the SEC at the website maintained by the SEC at www.sec.gov by directing such
requests to:
MacKenzie
Partners, Inc.
Toll-free:
(800) 322-2885 Collect: (212) 929-5500 proxy@mackenziepartners.com
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