Transaction Type: Takeover (Full)
Offeror: Emulex Corporation, El Dorado Research Ventures Limited
Independent Adviser(s): Grant Samuel (Rule 21), Taylor Duignan Barry (Rule 22)
Offer commencement date: 21/12/2012
On 21 December 2012, Emulex Corporation (through its wholly owned subsidiary El Dorado Research Ventures Limited) (Emulex) made a full takeover offer to acquire all the shares and options in Endace Limited (Endace).
The consideration offered by Emulex was:
- 500 pence in cash for each share; and
- 500 pence in cash for each option, less the relevant exercise price payable by the option holder to convert the option to a share.
The offer was conditional on, among other things:
- Emulex receiving acceptances which would confer more than 50% of the voting rights in Endace; and
- Emulex obtaining Overseas Investment Office approval.
Taylor Duignan Barry prepared a rule 22 independent adviser’s report on the fairness of the consideration between the different classes of securities. A rule 21 report on the merits of the offer was prepared by Grant Samuel.
On 29 February 2013, Emulex gave notice that it had become the dominant owner of Endace for the purposes of the compulsory acquisition provisions of the Code.
Emulex sent its compulsory acquisition notice to the outstanding shareholders on 29 March 2013 to compulsorily acquire the remaining shares in Endace.