Mellanox Technologies Ltd. Announces Definitive Agreement to Acquire Kotura, Inc.
Combines high-performance interconnect solutions with leading silicon
photonics technology to enable next generations of 100Gb/s speeds and
SUNNYVALE, Calif. & YOKNEAM, Israel--(BUSINESS WIRE)--
Mellanox® Technologies, Ltd. (NASDAQ: MLNX) (TASE: MLNX), a leading
supplier of end-to-end interconnect solutions for servers and storage
systems, announced its intent to acquire privately held Kotura, Inc., a
leading innovator and developer of advanced silicon photonics optical
interconnect technology for high-speed networking applications. Mellanox
and Kotura have signed a definitive agreement under which Mellanox will
acquire Kotura at a total cash purchase price of approximately $82
million subject to certain adjustments. The terms of the transaction
have been unanimously approved by both the Mellanox and Kotura boards of
The transaction is currently projected to close in the second half of
2013, subject to the completion of certain closing conditions. Mellanox
currently expects the transaction to be accretive to its full fiscal
year 2014 earnings by approximately $0.01 to $0.03 per share on a
non-GAAP basis. The acquisition is expected to expand Mellanox's ability
to deliver cost-effective, high-speed networks with next generation
optical connectivity, allowing data center customers to meet the growing
demands of high-performance, Web 2.0, cloud, data center, database,
financial services and storage applications. Mellanox believes that the
Kotura acquisition will enhance its ability to provide leading
technologies for high speed, scalable and efficient end-to-end
Silicon photonics is expected to play a significant role in the
enablement of high-speed networks. With world class expertise and over
120 granted or pending patents in CMOS photonics and packaging design,
Kotura has made a number of ground breaking innovations in optical
interconnects by integrating multiple high speed active and passive
optical functions onto a silicon chip. Kotura's technology will enable
Mellanox's interconnect products to reach 100Gb/s and beyond bandwidth,
and have longer reach optical connectivity at a lower cost, allowing
users to further reduce their capital and operating expenses and offer
new revenue-generating services.
Mellanox expects the proposed acquisition of Kotura to enhance its
competitiveness and its position as a leading provider of
high-performance, end-to-end interconnect solutions for servers and
Mellanox expects to establish its first R&D center in the United States
at Kotura's current location. Further, Mellanox intends to retain
Kotura's existing product lines to ensure continuity for customers and
"Operating networks at 100 Gigabit per second rates and higher requires
careful integration between all parts of the network. We believe that
silicon photonics is an important component in the development of 100
Gigabit InfiniBand and Ethernet solutions, and that owning and
controlling the technology will allow us to develop the best, most
reliable solution for our customers," said Eyal Waldman, president, CEO
and chairman of Mellanox Technologies. "We expect that the proposed
acquisition of Kotura's technology and the additional development team
will better position us to produce 100Gb/s and faster interconnect
solutions with higher-density optical connectivity at a lower cost. We
welcome the great talent from Kotura and look forward to their
contribution to Mellanox's continued growth."
"This acquisition is important for both companies to enable interconnect
innovation for data centers that require solutions that move data faster
and more efficiently. Together, we can execute faster and deliver better
solutions based on Kotura's silicon photonics platform that delivers the
demands of 100Gb/s interconnects and beyond," said Jean-Louis Malinge,
president and CEO of Kotura, Inc. "We are delighted to join the Mellanox
team and look forward to working together to propel the combined
company's further growth."
The proposed acquisition is subject to customary closing conditions,
including the receipt of applicable regulatory approvals and the
approval of Kotura's shareholders.
In connection with the transaction, J.P. Morgan acted as exclusive
financial adviser to Mellanox, and Mooreland Partners acted as exclusive
financial adviser to Kotura.
Mellanox and Kotura will jointly conduct a conference call to discuss
Mellanox's agreement to acquire Kotura today at 2:00 p.m. Pacific Time.
To listen to the call, dial +1-785-424-1826 approximately ten minutes
prior to the start time. Presentation slides along with a webcast of the
live and archived call will be available on the investor relations
section of the Mellanox website at http://ir.mellanox.com.
About Kotura, Inc.
Kotura, Inc. is an established innovator in silicon photonics. Founded
in 2004, Kotura's singular focus is on the application of silicon
photonics to solve unique communications problems through a technology
platform that adheres to four key attributes: small footprint, power
efficiency, high performance and affordability. Kotura has earned a
track record of reliability and credibility through business processes
that center on operational excellence. The company's low-power, 100
gigabits per second (Gb/s) Optical Engine is designed to support the
interconnect fabric for next generation data centers and high
performance computers. For more information, please visit www.kotura.com
Mellanox Technologies is a leading supplier of end-to-end InfiniBand and
Ethernet interconnect solutions and services for servers and storage.
Mellanox interconnect solutions increase data center efficiency by
providing the highest throughput and lowest latency, delivering data
faster to applications and unlocking system performance capability.
Mellanox offers a choice of fast interconnect products: adapters,
switches, software, cables and silicon that accelerate application
runtime and maximize business results for a wide range of markets
including high performance computing, enterprise data centers, Web 2.0,
cloud, storage and financial services. More information is available at www.mellanox.com.
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This document contains forward-looking statements within the meaning of
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of the Securities Exchange Act of 1934. These forward-looking statements
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The following factors, among others, could cause actual results to
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ability to retain key employees; the impact of the transaction discussed
herein on the Company's actual financial results; negative customer
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photonics in 100 Gigabit InfiniBand and Ethernet solutions; the
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In addition, if Kotura does not receive required shareholder approval or
if the parties fail to satisfy other conditions to closing, the
transaction may not be consummated and the anticipated benefits to
Mellanox of the proposed acquisition would not be realized. In any
forward-looking statement in which Mellanox expresses an expectation or
belief as to future results, such expectation or belief is expressed in
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assurance that the statement or expectation or belief will result or be
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Lastly and furthermore, current uncertainty in the global economic
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results could differ materially from our prior results due to these
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and uncertainties described more fully in our documents filed with or
furnished to the SEC.
More information about the risks, uncertainties and assumptions that may
impact the transaction and the parties' businesses is set forth in
Mellanox's Form 10-K filed with the SEC on February 25, 2013 and Form
10-Q filed with the SEC on May 3, 2013, including "Risk Factors". All
forward-looking statements in this press release are based on
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Mellanox Technologies, Ltd.
Gelbart Kahana Investor
Source: Mellanox Technologies Ltd.
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