Emulex Corporation (ELX)

Faruqi & Faruqi, LLP Announces Filing of a Class Action Lawsuit Against Emulex Corporation (ELX)

Notice is hereby given that Faruqi & Faruqi, LLP has filed a class action lawsuit in the United States District Court for the Central District of California, case no. 8:15-cv-00554, on behalf of stockholders of Emulex Corporation (“Emulex” or the “Company”) (NYSE: ELX) who held (and continue to hold) Emulex securities acquired on or before February 25, 2015, when the Company agreed to be acquired, via a tender offer, by Avago Technologies Wireless (U.S.A.) Manufacturing, Inc. (“Avago”) through Emerald Merger Sub, Inc. (“Merger Sub”). Please find a copy of the complaint attached at the bottom of this page.

The complaint charges Emulex, its board of directors, Avago and Merger Sub with violations of the Securities Exchange Act of 1934 (the “Exchange Act”).

On February 25, 2015 Emulex, Avago and Merger Sub entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”).  Pursuant to the terms of the Merger Agreement, Avago commenced its Tender Offer on April 7, 2015.  The Tender Offer is scheduled to expire at 12:00 midnight EST on May 5, 2015.   Following the completion of the Tender Offer, and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into Emulex, with Emulex surviving as a wholly owned subsidiary of Avago (the “Merger”).

Concurrent to the execution of the Merger Agreement, certain Emulex directors and executive officers entered into a Tender and Support Agreement (“Support Agreement”) with Avago and Merger Sub, pursuant to which they have agreed to tender their Emulex shares, representing 2.5% of Emulex outstanding public stock, in the Tender Offer.

The complaint alleges that the Schedule 14D-9 Solicitation/Recommendation Statement, which recommended that Emulex stockholders tender their shares, omitted and/or misrepresented material information in contravention of Sections 14(d), 14(e) and 20(a) of the Exchange Act.  The omitted information is material to the impending decision of Emulex shareholders on whether or not to tender their shares and/or whether to seek appraisal for their shares. The complaint also alleges that the $8.00 per share offer price is inadequate, as Emulex has experienced significant growth in recent months and has consistently exceeded management’s revenue and earnings expectations.  The offer price also fails to adequately value Emulex’s product portfolio and prospects for future growth.

Plaintiff is represented by Faruqi & Faruqi, LLP, a law firm with extensive experience in prosecuting class actions, and significant expertise in actions involving corporate fraud.  Faruqi & Faruqi, LLP, was founded in 1995 and the firm maintains its principal office in New York City, with offices in Delaware, California, and Pennsylvania.

If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today.  Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.  If you wish to discuss this action, or have any questions concerning this notice or your rights or interests, please contact:

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Emulex Corporation (ELX)

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Filed on 04/27/2015



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