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EZchip Semiconductor: Ezchip’S Counsel Responds To Raging Capital’S False And Misleading Allegations

The following excerpt is from the company's SEC filing.

EZchip has not been approached by any other potential buyer

EZchip Semiconductor Ltd. (“EZchip” or the “Company”) (NASDAQ: EZCH), a leader in high-performance processing solutions for carrier and data center networks, announced today that its counsel has formally responded to Raging Capital’s false and misleading November 9 letter. Raging Capital continues to make public statements that are blatantly untruthful and which attempt to intentionally delude shareholders around the quality of the Board’s sale process and the indisputable headwinds that exist for EZchip co ntinuing on a standalone basis. Raging Capital’s attempts to deceive shareholders are all the more disconcerting when considering that Raging – through put options – is protected from a decline in EZchip’s share price while other EZchip shareholders are not.

The full text of the letter of counsel is below:


Mr. Guy Eyal, Adv.

Hermann, Makov & Co.

- Via Email and Facsimile -

Gibor Sport Tower

7-9 Begin Street

Ramat Gan 52521, Israel

Dear Adv. Guy Eyal,

We are writing on behalf of our client, EZchip Semiconductor Ltd. (“EZchip”), to respond to your letter dated November 9, 2015 and the press release issued by your client, Raging Capital Master Fund, Ltd. (“Raging Master”), on November 9, 2015.

In your letter (which was sent by email at 22:40 local time) you state, as a matter of fact, that Raging Capital is aware of at least one other potential suitor who approached EZchip and/or its banker to express interest in a potential transaction after September 30, 2015 and such suitor was not given an opportunity to make a potential offer to acquire EZchip.

Several hours later, Raging Capital repeated and expanded such false allegation in a public press release and stated that it is aware of other suitors (

this time plural

) who are interested in EZchip and who have contacted EZchip and/or its banker in order to express their interest. Moreover, your client stated in the press release that it “

knows this for a fact to be untrue

First, EZchip wishes to clearly clarify again, as you and your client well know, your statement and your client’s statements are untrue and misleading and were stated publicly

72 hours before the general meeting of shareholders

even though you and your client clearly knew such statements were untrue at the time made,

for the sole reason of unlawfully soliciting EZchip shareholders to vote against the merger based on this false, misleading information


your bad faith attempt

to send such false...