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Filed by QLogic Corporation
pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Subject Company: Ancor Communications, Incorporated
Commission File No.: 001-12982
WE URGE INVESTORS AND SECURITY HOLDERS TO READ QLOGIC'S REGISTRATION
STATEMENT ON FORM S-4 AND THE JOINT PROSPECTUS/PROXY STATEMENT OF QLOGIC AND
ANCOR RELATING TO THE MERGER TRANSACTION DESCRIBED BELOW, WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. WHEN THESE AND OTHER
DOCUMENTS RELATING TO THE TRANSACTION ARE FILED WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION, THEY MAY BE OBTAINED FREE AT THE SEC'S WEB SITE AT
WWW.SEC.GOV. YOU MAY ALSO OBTAIN EACH OF THESE DOCUMENTS (WHEN THEY BECOME
AVAILABLE) FOR FREE FROM QLOGIC OR FROM ANCOR BY DIRECTING YOUR REQUEST TO THE
INVESTOR RELATIONS CONTACT PERSONS IDENTIFIED BELOW.
QLogic Corporation distributed this press release on or about June 21, 2000.
FOR IMMEDIATE RELEASE
QLOGIC AND ANCOR ANNOUNCE EARLY TERMINATION OF H-S-R WAITING PERIOD; STOCKHOLDER
MEETING DATES
ALISO VIEJO, Calif. and EDEN PRAIRIE, Minn., June 21, 2000 - QLogic Corp.
(NASDAQ:QLGC) and Ancor Communications, Incorporated (NASDAQ:ANCR) announced
today that the Federal Trade Commission and the Department of Justice have
granted early termination of the Hart-Scott-Rodino waiting period for QLogic's
previously announced agreement to acquire Ancor.
The companies also announced that they expect meetings of their respective
stockholders to consider the transaction to be held on August 1, 2000.
***********
ABOUT ANCOR COMMUNICATIONS
Ancor Communications Inc. (Nasdaq: ANCR) provides high-performance SANbox(TM)
Fibre Channel switches for storage area networks (SANs). The company's customers
include EMC, Hitachi Data Systems, INRANGE Corporation, MTI Technology Corp.,
Sun Microsystems, and premier SAN resellers, including Bell Microproducts and
Datalink. The company was the first to deliver a Fibre Channel switch, and the
first to hit the one-gigabit performance level. Ancor, an ISO 9001 quality
certified company, is a member of the Fibre Channel Industry Association, the
Storage Networking Industry Alliance, the InfiniBand Trade Association, the ANSI
Standards Committee, and the University of New Hampshire Fibre Channel
Consortium to promote the advancement of Fibre Channel standards and
interoperability. Information on Ancor is available on the Web at
http://www.ancor.com.
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ABOUT QLOGIC
A member of the Nasdaq-100 Index, QLogic Corporation sold more Fibre Channel
host bus adapters in 1999 than any other manufacturer in the world according to
IDC. The company is also a leading designer and supplier of semiconductor and
board-level I/O and enclosure management products targeted at the computer
system, storage device and storage subsystem marketplaces. QLogic
high-performance controllers are implemented in products from technology leaders
such as AMI, Compaq, Dell, Fujitsu, Hitachi, IBM, Iwill, Quantum, Raidtec,
Siemens, Sun Microsystems and Unisys. The company's high-performance Fibre
Channel and SCSI solutions play a key role in enabling enterprise-level storage
area networks (SANs) and the company's enclosure management products monitor and
communicate component information that is critical to computer system and
storage subsystem reliability and availability. For more information about
QLogic and its products, contact QLogic Corp., 26600 Laguna Hills Drive, Aliso
Viejo, CA 92656; telephone: 800/662-4471 (sales); 949/389-6000 (corporate); fax:
949/389-6126; home page http://www.qlogic.com.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
QLogic Corporation ("QLogic") and Ancor Communications, Incorporated, ("Ancor ")
plan to file a Registration Statement on Form S-4 and other relevant documents
with the Securities and Exchange Commission (the "SEC") in connection with the
merger, and QLogic and Ancor expect to mail a Joint Proxy Statement/Prospectus
to stockholders of QLogic and Ancor containing information about the merger.
Investors and security holders are urged to read the Registration Statement, the
Joint Proxy Statement/Prospectus, and other documents filed with the SEC
carefully when they are available. The Registration Statement, Joint Proxy
Statement/Prospectus, and other filings will contain important information about
QLogic, Ancor, the merger, the persons soliciting proxies relating to the
merger, their interests in the merger, and related matters. Investors and
security holders will be able to obtain free copies of these documents through
the website maintained by the SEC at http://www.sec.gov. Investors will be able
to obtain copies of the documents free of charge from QLogic by directing a
request through the Investor Information portion of QLogic's website at
http://www.qlogic.com or by mail to QLogic Corporation, 26600 Laguna Hills
Drive, Aliso Viejo, CA 92656, attention: Investor Relations, telephone: (949)
389-6000. Documents filed by Ancor will be available free of charge from Ancor
by directing a request through the Investor Information portion of Ancor's
website at http://www.ancor.com or by directing a request by mail to Ancor
Communications, Incorporated, 6321 Bury Drive, Eden Prairie, MN 55346,
attention: Investor Relations, telephone: (612) 932-4000. In addition to the
Registration Statement and the Joint Proxy Statement/Prospectus, QLogic and
Ancor file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information filed by QLogic or Ancor at the SEC public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms.
QLogic's and Ancor's filings with the SEC are also available to the public from
commercial document-retrieval services and at the Web site maintained by the SEC
at http://www.sec.gov.
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INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT
BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS. NOTHING
HEREIN SHALL CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE.
SOLICITATION OF PROXIES; INTERESTS OF CERTAIN PERSONS IN THE MERGER.
QLogic, Ancor and their respective directors and executive officers, whom may be
considered participants in this transaction, and certain other members of
management and employees may be soliciting proxies from QLogic's stockholders
and Ancor's shareholders in favor of approval and adoption of the merger
agreement.
The following are the directors and executive officers of QLogic:
<TABLE>
<CAPTION>
Name Position
---- --------
<S> <C>
H.K. Desai Director, Chairman of the Board, Chief Executive Officer and President
Thomas R. Anderson Vice President and Chief Financial Officer
Michael R. Manning Secretary and Treasurer
David Tovey Vice President and General Manager, Peripheral Products
Mark A. Edwards Vice President and General Manager, Computer Products
David M. Race Vice President and General Manger, Enclosure Management Products
Mark D. Spowart Vice President, Sales
Lawrence F. Fortmuller Vice President, Marketing
Robert W. Miller Vice President, Operations
Carol L. Miltner Director
George D. Wells Director
Larry R. Carter Director
Jim Fiebiger Director
</TABLE>
The following are the directors and executive officers of Ancor:
<TABLE>
<CAPTION>
Name Position
---- --------
<S> <C>
Kenneth E. Hendrickson Director and Chief Executive Officer
Calvin G. Nelson President
Steven E. Snyder Chief Financial Officer and Secretary
John F. Carlson Director
Gerald M. Bestler Director
Paul F. Lidsky Director
Michael L. Huntley Director
Amyl Ahola Director
Thomas F. Hunt, Jr. Director
</TABLE>
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The directors and executive officers of Ancor have interests in the merger, some
of which may differ from, or may be in addition to, those of Ancor shareholders
generally. Those interests include:
* in connection with the merger, Steve Snyder and Calvin Nelson have entered
into employment agreements with Ancor and noncompetition agreements with
QLogic which will be effective as of the closing date of the merger;
* in connection with the merger, Ken Hendrickson has entered a consulting
agreement and a noncompetition agreement with QLogic which will be effective
as of the closing date of the merger;
* in connection with the merger certain key engineers may enter into employment
agreements with Ancor and noncompetition agreements with QLogic;
* certain of the directors and executive officers of Ancor may own options to
purchase shares of Ancor common stock which will become vested and exercisable
in connection with the merger;
* Ken Hendrickson will be nominated to become a member of the board of directors
of QLogic in connection with the merger; and
* certain of the executive officers of Ancor will receive payments pursuant to
the merger that are considered to be "parachute payments" under the Internal
Revenue Code of 1986, and Ancor will pay excise taxes on behalf of the
executive officers in connection with such parachute payments.
Additional information about the officers and directors of QLogic can be found
in QLogic's Proxy Statement for its 1999 Annual Meeting of Stockholders. More
information about the officers and directors of Ancor, including information
about their option benefits and holdings of Ancor common stock can be found in
Ancor's Proxy Statement for its 2000 Annual Meeting of Shareholders in the
section titled "Executive Compensation." QLogic's and Ancor's filings with the
SEC are available to the public from commercial document-retrieval services and
at the Web site maintained by the SEC at http://www.sec.gov.
The report contains forward-looking statements within the meaning of the Safe
Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
References made in this report, and in particular, statements regarding the
proposed QLogic/Ancor merger are based on management's current expectations or
beliefs and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. In particular, the following factors, among others,
could cause actual results to differ materially from those described in the
forward-looking statements: inability to obtain, or meet conditions imposed for,
governmental approvals for the merger; failure of the QLogic stockholders or
Ancor shareholders to approve the merger; costs related to the merger the risk
that the QLogic and Ancor businesses will not be integrated successfully; and
other economic, business, competitive and/or regulatory factors affecting the
businesses of QLogic and Ancor generally.
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For a detailed discussion of these and other cautionary statements concerning
QLogic and Ancor and their respective operations, please refer to QLogic's and
Ancor's filings with the Securities and Exchange Commission, including their
most recent filings on Form 10-K and 10-Q, QLogic's and Ancor's Proxy Statements
for their respective Annual Meetings of Stockholders and the "Forward-Looking
Statements" section of the Management's Discussion and Analysis section of
QLogic's Form 10-K for the fiscal year ended March 28, 1999 and Form 10-Q for
the quarterly period ended December 26, 1999. QLogic's and Ancor's filings with
the SEC are available to the public from commercial document-retrieval services
and at the Web site maintained by the SEC at http://www.sec.gov.
Trademarks and registered trademarks are the property of the companies with
which they are associated.
<TABLE>
<S> <C>
EDITOR CONTACT-QLOGIC CORPORATION INVESTOR CONTACT-QLOGIC CORPORATION
Steve Sturgeon Tom Anderson
Phone: 949/389-6268 Phone: 949/389-6213
Email: [email protected] Email: [email protected]
EDITOR CONTACT-ANCOR COMMUNICATIONS INVESTOR CONTACT-ANCOR COMMUNICATIONS
Mary Miller Steve Snyder
612-932-4071 Phone: 612-932-4003
Email: [email protected] Email: [email protected]
</TABLE>
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