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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 “


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 (“


”), 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.