Voltaire Shareholders Approve Acquisition by Mellanox
January 06 2011 - 9:58AM
Business Wire
Voltaire Ltd. (NASDAQ: VOLT), a leading provider of
scale-out data center fabrics, today announced that Voltaire’s
shareholders have voted at a special general meeting of the
shareholders held today at Voltaire’s offices in Ra’anana, Israel
to approve: (i) the agreement of merger, dated as of November 29,
2010 under which Voltaire would be acquired by Mellanox
Technologies Ltd. (“Mellanox”) whereby Mondial Acquisition
Corporation Ltd., a wholly-owned subsidiary of Mellanox, will merge
with and into Voltaire, so that Voltaire will be the surviving
company and will become a wholly-owned subsidiary of Mellanox, and
all other transactions contemplated under the agreement of merger,
and (ii) the purchase by Voltaire of a run-off directors' and
officers' liability insurance policy for a period of seven years
following the closing of the merger.
Shareholders as of the close of business on December 7, 2010
were entitled to vote at the meeting. A total of approximately 17.4
million ordinary shares, representing approximately 81% of the
total outstanding shares were represented at the meeting. More than
99% of the shares represented at the meeting voted in favor of the
above resolutions and therefore the resolutions were approved.
Subject to the satisfaction or waiver of the closing conditions
set forth in the agreement of merger, Voltaire expects the merger
to be completed in the first quarter of 2011. Following the closing
of the merger, Voltaire’s shareholders will receive $8.75 per share
in cash, without interest and less any applicable withholding tax,
for each Voltaire ordinary share held by them.
About Voltaire
Voltaire (NASDAQ: VOLT) is a leading provider of scale-out
computing fabrics for data centers, high performance computing and
cloud environments. Voltaire’s family of server and storage fabric
switches and advanced management software improve performance of
mission-critical applications, increase efficiency and reduce costs
through infrastructure consolidation and lower power consumption.
Used by more than 30% of the Fortune 100 and other premier
organizations across many industries, including many of the TOP500
supercomputers, Voltaire products are included in server and blade
offerings from Bull, Fujitsu, HP, IBM, NEC and SGI. Founded in
1997, Voltaire is headquartered in Ra’anana, Israel and Chelmsford,
Massachusetts. More information is available at www.voltaire.com or
by calling 1-800-865-8247.
Forward Looking Statements
Information provided in this press release contains statements
relating to current expectations, estimates, forecasts and
projections about future events that are “forward-looking
statements” as defined in the Private Securities Litigation Reform
Act of 1995. These forward-looking statements generally relate to
the closing of Voltaire’s acquisition by Mellanox. These statements
are based upon management's current estimates and projections of
future results or trends. Actual future results may differ
materially from those projected as a result of risks and
uncertainties. These factors include, but are not limited to, the
timing of regulatory approvals. These forward-looking statements
are made only as of the date hereof, and we undertake no obligation
to update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise.
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