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Mellanox Announces Agreement with Starboard

Mellanox Technologies, Ltd. (NASDAQ: MLNX), a leading supplier of
high-performance, end-to-end smart interconnect solutions for data
center servers and storage systems, today announced that it has entered
into an agreement with Starboard Value LP and its affiliates
(“Starboard”) regarding the membership and composition of Mellanox’s
Board of Directors among other things.

Under the terms of the agreement, Jon Olson and Greg Waters, independent
directors recommended by Starboard, and Jack Lazar, an independent
director mutually agreed upon by Mellanox and Starboard, have been
appointed to the Mellanox Board, effective immediately. In connection
with today’s agreement, Dov Baharav, Shai Cohen and Tom Riordan have
stepped down from the Board. In addition, Thom Weatherford has agreed to
serve as Chair of the audit committee until March 2, 2019, at which time
he will step down from the Board. The agreement also provides Starboard
the right to appoint a direct representative to the Board if certain
operating performance thresholds are not met for FY2018 or certain last
twelve months (“LTM”) periods during FY2019.

“We are pleased to have reached this agreement with Starboard and
welcome the new directors to the Mellanox Board,” said Irwin Federman,
Chairman of the Board. “Jack, Jon and Greg will bring valuable
experience and perspectives to the Board, and we look forward to working
closely with them to create further value for shareholders. Along with
the work being performed by PwC, these new directors will help to
enhance our continued focus on generating above market revenue growth
with significantly improved profitability.”

Eyal Waldman, President and Chief Executive Officer, said, “Today’s
announcement reflects our ongoing commitment to creating value for
shareholders. Mellanox has leading positions in many of the key markets
in which we operate, including InfiniBand® and Ethernet, and I look
forward to working together with Jack, Jon, and Greg, along with the
rest of the Board, to ensure that Mellanox continues to build on its
strong financial performance. We remain fully focused on executing our
deliberate investment strategy to continue achieving operational
excellence, building on our strong momentum and capitalizing on the
significant market opportunities ahead for Mellanox.”

Peter Feld, Managing Member of Starboard, said, “We are pleased to have
worked constructively with the Board and management team to reach this
solution. Mellanox is an outstanding company with great potential for
future growth and significantly higher profitability. We are confident
that the new Board will provide effective governance and oversight, and
we look forward to a continuation of improved results on the top and
bottom line.”

“We would like to thank Dov, Shai, Tom, and Thom for their years of
service to Mellanox,” Mr. Federman and Mr. Waldman added. “The Company
and Board have benefited greatly from their valuable insights, guidance,
support and contributions to management and the Company. They played a
significant role in the value Mellanox created for our shareholders,
employees, customers and vendors, and we wish them all the best. We are
also grateful that Thom has agreed to serve as chair of the audit
committee through next March, providing continuity while we continue our
search for a permanent CFO.”

Following Mr. Weatherford’s resignation, five of the ten continuing
directors will have been appointed since early 2018. In addition,
pursuant to the agreement, Umesh Padval, who joined the Board in
February 2018, will become Chair of the compensation committee, and the
Board plans to implement additional changes to committee structure,
composition and leadership.

As part of the agreement, Starboard, which beneficially owns
approximately 10.5% of Mellanox’s outstanding shares, will withdraw its
slate of directors and vote all of its shares in favor of each of
Mellanox’s Board nominees at the Company’s upcoming Annual Meeting of
Shareholders (“Annual General Meeting”), to be held on July 25, 2018.

Starboard will also be subject to certain customary standstill
provisions for a period ending prior to the 2019 Annual General Meeting
or, if Starboard does not nominate directors for election at the 2019
Annual General Meeting, for a period ending prior to the 2020 Annual
General Meeting.

The full agreement between Mellanox and Starboard will be filed on a
Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”).

J.P. Morgan Securities LLC and Credit Suisse are acting as financial
advisors to Mellanox, and Latham & Watkins LLP and Herzog Fox & Neeman
are acting as legal counsel.

About Jack R. Lazar

Mr. Lazar is currently an independent business consultant and has served
on the Board of Directors at Silicon Laboratories, Inc. (SLAB) since
April 2013 and Quantenna Communications, Inc. (QTNA) since July 2016.
Mr. Lazar also served on the Board of Directors of TubeMogul, Inc., an
enterprise software company for digital branding, from October 2013 to
December 2016 when it was acquired by Adobe Systems Incorporated. From
January 2014 until March 2016, he served as Chief Financial Officer and
Principal Financial and Accounting Officer at GoPro, Inc., a provider of
wearable and mountable capture devices, where he completed its 2014 IPO.
From January 2013 to January 2014 he served as an independent business
consultant. From May 2011 to January 2013, Mr. Lazar was Senior Vice
President, Corporate Development and General Manager at Qualcomm
Atheros, a developer of communications semiconductor solutions. Mr.
Lazar served in a variety of positions at Atheros Communications, Inc.
from September 2003 until it was acquired by Qualcomm in May 2011. Most
recently, he served as Atheros’ Chief Financial Officer and Senior Vice
President of Corporate Development. During his tenure at Atheros, the
company completed its IPO. Mr. Lazar is a certified public accountant
and holds a B.S. in commerce with an emphasis in accounting from Santa
Clara University.

About Jon A. Olson

Mr. Olson has served as an advisor to HomeUnion, Inc., a leading online
investment management platform dedicated to the residential real estate
market, a position he has held since August 2016. Mr. Olson previously
served as the chief financial officer of Xilinx, Inc., a leading
provider of programmable semiconductor platforms (“Xilinx”), from June
2005 until his retirement in May 2016. While serving as chief financial
officer, he also held a variety of other senior management positions at
Xilinx, including most recently as executive vice president from May
2014 to July 2016 and prior to that, as senior vice president of finance
from August 2006 to May 2014 and vice president of finance from June
2005 to August 2006. Prior to joining Xilinx, Mr. Olson spent more than
25 years at Intel Corp., serving in a variety of positions from 1979 to
2005, including as vice president of finance and enterprise services,
and director of finance. Mr. Olson also previously served as a member of
the board of directors of InvenSense, Inc., a leading provider of MEMS
sensor platforms, from October 2011 until it was acquired by TDK
Corporation in May 2017. Mr. Olson holds a B.S. in Accounting from
Indiana University Bloomington and an M.B.A. in Finance from Santa Clara
University.

About Gregory L. Waters

Mr. Waters has served as the president and CEO and a member of the board
of directors of Integrated Device Technology, Inc., a company that
designs, manufactures, and markets low-power, high-performance analog
mixed-signal semiconductor solutions for the advanced communications,
computing, and consumer industries, since January 2014. Prior to that,
he served as executive vice president and general manager of front-end
solutions at Skyworks Solutions, Inc., a manufacturer of semiconductors
for use in radio frequency and mobile communications systems
(“Skyworks”), from 2003 to December 2012, where he led the company’s
wireless businesses to a decisive industry leadership position. Before
Skyworks, Mr. Waters served as senior vice president of strategy and
business development at Agere Systems Inc., an integrated circuit
components company (“Agere”), where his responsibilities included M&A
and IP licensing and where he played a key role in the company’s IPO.
Mr. Waters joined Agere in 1998, having served in various other
capacities, including as vice president of the wireless communications
business and vice president of the broadband communications business.
Mr. Waters began his career at Texas Instruments Inc., a technology
company that designs and manufactures semiconductors and various
integrated circuits, and served in a variety of management positions in
sales, customer design centers, and product line management. Mr. Waters
currently serves on the board of directors of Semiconductor Industry
Association (“SIA”), a trade association and lobbying group that
represents the United States semiconductor industry. Mr. Waters has a
B.S. in Engineering from the University of Vermont and an M.S. in
Computer Science from Northeastern University, with a specialization in
Artificial Intelligence.

About Mellanox

Mellanox Technologies (NASDAQ: MLNX) is a leading supplier of end-to-end
InfiniBand and Ethernet smart 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 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.

About Starboard Value LP

Starboard Value LP is a New York-based investment adviser with a focused
and differentiated fundamental approach to investing primarily in
publicly traded U.S. companies. Starboard invests in deeply undervalued
companies and actively engages with management teams and boards of
directors to identify and execute on opportunities to unlock value for
the benefit of all shareholders.

Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995

This release contains “forward-looking statements” (as defined in the
Private Securities Litigation Reform Act of 1995). These statements are
based on Mellanox’s current expectations and involve risks and
uncertainties, which may cause results to differ materially from those
set forth in the statements. The forward-looking statements may include
statements regarding actions to be taken by Mellanox. Mellanox
undertakes no obligation to publicly update forward-looking statements,
whether as a result of new information, future events or otherwise.
Forward-looking statements should be evaluated together with the many
uncertainties that affect Mellanox’s business, particularly those
mentioned in the risk factors in Item 1A of our Quarterly Report on Form
10-Q for the quarter ended March 31, 2018.

Important Additional Information and Where You Can Find It

The Company and certain of its directors and executive officers may be
deemed to be participants in a solicitation of proxies in connection
with the matters to be considered at the 2018 Annual General Meeting.
Information regarding the names of the Company’s directors and executive
officers and their respective interests in the Company by security
holdings or otherwise is set forth in amendment no. 2 to the Company’s
preliminary proxy statement for the 2018 Annual General Meeting, filed
with the SEC on June 4, 2018 and reports filed by the Company and Forms
3 and Forms 4 filed by the Company’s executive officers and directors
with the SEC after June 4, 2018. These documents are available free of
charge at the SEC’s website at www.sec.gov.
Additional information regarding the identity of participants, and their
direct or indirect interests, by security holdings or otherwise, will be
set forth in the Company’ s definitive proxy statement for its 2018
Annual General Meeting, including the schedules and appendices thereto.

The Company intends to furnish its definitive proxy statement and proxy
card for the 2018 Annual General Meeting to each shareholder entitled to
delivery of a proxy, and intends to file such definitive proxy statement
and proxy card with the SEC. THE COMPANY URGES ITS SHAREHOLDERS TO
CAREFULLY READ SUCH DEFINITIVE PROXY STATEMENT (INCLUDING ANY
SUPPLEMENTS OR AMENDMENTS THERETO), ACCOMPANYING PROXY CARD AND ANY
OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Copies of the definitive proxy
statement, any solicitation materials and any other documents filed by
the Company with the SEC will be made available free of charge at the
SEC’s website at www.sec.gov.
These documents will also be made available free of charge at
ir.mellanox.com/sec.cfm or by contacting the Company’s proxy solicitor,
MacKenzie Partners, Inc. at mlnxproxy@mackenziepartners.com.

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