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EZchip Semiconductor: Ezchip Recommends Shareholders Vote “For” The Proposed Mellanox Transaction

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

Urges Shareholders to Protect the Value of Their Investment and Vote Today

Deadline for Voting by Proxy by Internet or Telephone is

YOKNEAM, ISRAEL, November 09

– EZchip Semiconductor Ltd. (“EZchip” or the “Company”) (NASDAQ: EZCH), a leader in high-performance processing solutions for carrier and data center networks, today reiterated its Board’s unanimous recommendation that shareholders vote

the Merger Proposal with Mellanox Technologies, Ltd. (“Mellanox”) (NASDAQ: MLNX).

Under the terms of the agreement, shareholders will receive $25.50 i n cash for each share of EZchip common stock they own. The EZchip Board of Directors unanimously recommends that shareholders vote

the proposed transaction with Mellanox as it strongly believes that the transaction:

Represents an

attractive valuation

for EZchip based on precedent semiconductor transactions, peer trading multiples and premium.

immediate and certain value for shareholders

, while also eliminating the execution risks and uncertain rewards for EZchip continuing on a standalone basis in a consolidating industry.

The Company notes that the EZchip Board carefully, in full exercise of its fiduciary duty to all shareholders, managed the comprehensive sale process to obtain the highest price available, including negotiating several price increases to Mellanox’s cash offer.

As previously announced, Institutional Shareholder Services (“ISS”) and Entropy Financial Research Services Ltd. (“Entropy”), leading independent proxy advisory firms in the U.S. and Israel joined the EZchip Board in recommending that EZchip shareholders vote

the Merger Proposal with Mellanox and

EZchip’s incumbent Board members and


Raging Capital’s two director nominees.


Raging Capital recently wrote to EZchip shareholders claiming to be a good steward of shareholder value. In doing so, however, Raging has, on multiple occasions, made inaccurate and misleading statements as part of a campaign to influence your vote.

Most recently, Raging has claimed that the tier-1 data center customer wins EZchip mentioned in its November 5th press release regarding the Mellanox transaction are “BIG NEWS”. In reality,

the Company previously disclosed these customer wins in August, 2015 as part of its second quarter 2015 results.

Despite EZchip’s NPS wins in 2015, there are significant headwinds for EZchip continuing on a stand-alone basis, particularly with respect to offsetting the loss of the Company’s traditional routing vendors with...