Actionable news
0
All posts from Actionable news
Actionable news in EZCH: EZchip Semiconductor Limited,

EZchip Semiconductor: Notice Of Annual General Meeting Of Shareholders

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

To the Shareholders of EZchip Semiconductor Ltd. (the “

Company

The Company cordially invites you to attend the Annual General Meeting of Shareholders of the Company (the “

”) to be held on Thursday, November 12, 2015 at 5:00 p.m. (Israel time), at the Company’s principal executive offices at 1 Hatamar Street, Yokneam 2069206, Israel (the telephone number at that address is +972-4-959-6666), and thereafter, as it may be adjourned from time to time.

The following matters are on the agenda for the meeting:

(a) the approval, pursuant to Section 320 of the Israeli Companies Law, 5759- 1999 (the “

”), of (i) the Agreement of Merger dated as of September 30, 2015 (the “

Merger Agreement

”) by and among the Company, Mellanox Technologies, Ltd., an Israeli company (“

Parent

”), and Mondial Europe Sub Ltd., an Israeli company and a wholly-owned subsidiary of Parent (“

Merger Sub

”); (ii) the merger of Merger Sub with and into the Company in accordance with Sections 314-327 of the Companies Law, following which Merger Sub will cease to exist as a separate legal entity and the Company will become a wholly-owned subsidiary of the Parent (the “

”); (iii) the payment of consideration of US$25.50 in cash, without interest and subject to applicable withholding taxes, for each ordinary share, par value NIS 0.02 per share, of the Company (the “

Ordinary Shares

”) held by the Company’s shareholders as of immediately prior to the effective time of the Merger; and (iv) all other transactions contemplated by the Merger Agreement and related to the Merger, as will be detailed in the Company’s proxy statement for the Meeting; and (b) the determination that the foregoing is in the best interest of the Company (collectively, the “

Merger Proposal

the reelection of five of the Company’s directors – Benny Hanigal, Eli Fruchter, Prof. Ran Giladi, Joel Maryles and Karen Sarid, until the next annual meeting or their prior termination or resignation;

the reelection of Shai Saul, an outside director of the Company, for an additional three year term or his prior termination or resignation;

the approval of a cash bonus to Joel Maryles, a director of the Company; and

the ratification and approval of the appointment and compensation of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accountants for the fiscal year ending December 31, 2015; when this proposal is raised, you will also be invited to discuss the Company’s 2014 consolidated financial statements.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF...


More