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Broadcom today again called on Emulex shareholders to call a special meeting, where they can discuss Broadcom’s unsolicited $764 million offers to buy the HBA vendor.
Broadcom CEO Scott McGregor made the appeal in a press release, after Emulex management and directors have repeatedly spurned its advances, filed a lawsuit trying to derail the deal, and questioned the honesty of Broadcom founders.
If holders of two-thirds of Emulex shares agree, the stockholders and Broadcom representatives can hold a meeting and vote on whether to remove and replace Emulex’s board members. Broadcom’s release also said Emulex shareholders are not obligated to vote at the meeting.
“The Emulex Board has, again, refused even to discuss our compelling offer and instead has erected sweeping structural defenses,” McGregor said in a statement. “Emulex has also resorted to costly, mudslinging litigation that is wholly irrelevant to our offer, entirely without merit and has no place in today’s prevailing standards of sound corporate governance and responsible Board conduct. These actions demonstrate that the Emulex Board is unlikely to enter into legitimate negotiations toward a transaction in the stockholders’ best interest unless Emulex stockholders take action.”
McGregor said without a special meeting, “Emulex stockholders may be denied the opportunity to act until the annual stockholder meeting, by which time Broadcom could decide to pursue an alternative path.”
Broadcom also ridiculed Emulex’s financial forecasts through 2012 as “hockey-stick” projections and labeled them “dubious” and “improbable.”
Broadcom made its offer of $9.25 per share directly to Emulex shareholders after the Emulex board turned down the offer in April.