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» VIEW ALL POSTS Jun 1 2009   6:06PM GMT

Emulex: Broadcom’s not an ‘honest enterprise’ UPDATED



Posted by: Dave Raffo
Tags:
storage vendors

It’s been clear from the start that Emulex management was dead set against accepting Broadcom’s $764 million to acquire the HBA and converged adapter vendor. But now it’s clear that Emulex considers any offers from Broadcom unacceptable, regardless of the price.

Emulex filed suit in Orange County Superior Court in California Friday, asking that Broadcom’s takeover attempt be halted unless it discloses all information about its “past misconduct and criminal activities” and the role Broadcom founders Henry Nicholas and Henry Samueli currently have in the company.

“Fundamentally, it is material for Emulex stockholders and employees to know they are not dealing with an honest enterprise,” Emulex said in the lawsuit.

The suit goes on to say 57.8% of Broadcom’s voting interest is controlled by former CEO Nicholas and former CTO Samueli. Federal prosecutors have charged Nicholas with drug use, and trafficking in drugs and prostitutes. He has also been indicted for fraud connected with backdating stock options. He has pleaded not guilty to all charges.

Samueli pleaded guilty to making a false statement to the U.S. Securities and Exchange Commission. He left his CTO position last year but is listed as Broadcom’s senior technical advisor in the company’s latest SEC quarterly filing.

Broadcom says the charges against its founders are irrelevant to its offer to buy Emulex, but the Emulex suit digs them up anyway. The suit lists the details of all the charges against Nicholas, Samueli and other former Broadcom employees and concludes:

“Broadcom, through these individuals and others, has engaged in drug trafficking, money laundering, multi-million dollar payoffs, death threats to silence witnesses, prostitution, conspiracy to provide narcotics to potential customers without their consent to achieve better deals, and the largest reported backdating securities fraud in corporate history.”

The suit goes on to say, “Only the tip of the iceberg has been uncovered to date …”

Broadcom offered to acquire Emulex for $9.25 per share last December. After Emulex management declined the offer, Broadcom went public with it in late April. The Emulex board rejected the offer again, prompting Broadcom to take its offer directly to Emulex shareholders, which prompted Emulex to recommend its shareholders turn down the offer as well.

Last week Emulex accused Broadcom of trying to unseat its board and replace it directors who would accept its terms.

A Broadcom spokesman said in a statement, “We think that Emulex shareholders deserve better than mud slinging and scorched-earth tactics designed to block shareholders from their ability to accept our offer.”

The Broadcom spokesman says the networking chip vendor is still trying to make the deal with Emulex.

“We had heard that some of Emulex’s largest shareholders were under the impression that Emulex’s management team was interested in holding substantive discussions regarding this transaction,” he said. “In response, representatives of Broadcom reached out to representatives of Emulex’s late last week and once again were rebuffed in our efforts to engage in a constructive dialogue with Emulex. Despite these recent moves, we remain open to holding substantive discussions to bring this transaction to a close.”

Emulex e-mailed a response to Broadcom’s statement, saying while Broadcom approached Emulex last week, “it [Broadcom] had no new information to provide, other than what they have already made public to-date.”

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