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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
ANCOR COMMUNICATIONS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee
paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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QLogic Corporation and Ancor Communications, Inc. distributed
this press release on or about May 8, 2000.
We urge investors and security holders to read QLogic's Registration
Statement on Form S-4 and the 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.
FOR IMMEDIATE RELEASE
QLogic to Acquire Ancor Communications;
Acquisition Complements QLogic's Fibre Channel SAN Solutions with
Ancor's Switch Products
Two Companies to Provide Customers with End-to-End SAN Solutions
ALISO VIEJO, Calif. and EDEN PRAIRIE, Minn., May 8, 2000 -- QLogic Corp.
(NASDAQ:QLGC), a leading supplier of Fibre Channel connectivity solutions, today
announced that it has entered into an agreement to acquire Ancor Communications,
Incorporated (NASDAQ: ANCR), a leading provider of Fibre Channel switches. Under
the terms of the agreement, which have been unanimously approved by the Board of
Directors of both companies, QLogic will exchange 0.5275 shares of common stock
for each share of Ancor common stock. Upon the closing of the merger, Ken
Hendrickson, Ancor's CEO, will be nominated to become a member of the QLogic
Board of Directors.
Based on the closing market price for QLogic of $99.94 as of Friday, May 5,
2000, the transaction value is approximately $1.7 billion. The proposed
transaction is intended to qualify as a pooling-of-interests and as a tax-free
exchange of shares under IRS regulations. Completion of the proposed transaction
is subject to approval of the shareholders of both companies and appropriate
regulatory clearances, and is expected to close in the third calendar quarter.
QLogic expects the transaction to be neutral to slightly accretive to earnings
for the calendar year ending December 2001, and accretive to QLogic's fiscal
year ending March 2002, excluding the potential impact of operational and
strategic benefits.
The acquisition of Ancor will extend QLogic's extensive portfolio of products
based on Fibre Channel technology. Ancor's SANbox family is recognized as one of
the broadest lines of Fibre Channel switches in the industry, delivering the
hardware and fabric management software essential for SAN infrastructures. The
two companies are expected to leverage key customer relationships to produce
synergistic Fibre Channel solutions for the rapidly growing SAN marketplace.
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"With the addition of Ancor's performance-oriented, scaleable switch products,
QLogic will be uniquely positioned to deliver total SAN solutions to the
marketplace," said H.K. Desai, chairman, president and CEO of QLogic. "Customers
will benefit from end-to-end tested SAN solutions, as well as faster
time-to-market deployment of Fibre Channel products."
"This is a winning combination for both companies," said Ken Hendrickson,
Ancor's chairman and CEO. "Through this unique merger, we will be able to
provide the marketplace with complete, interoperable SAN solutions, which will
greatly simplify their choice of technology partners."
SG Cowen Securities Corporation acted as financial advisor to QLogic for this
transaction, while Goldman, Sachs & Co. represented Ancor.
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.
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
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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, 26650 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.
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, who 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:
Name Position
- ---- --------
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 Group
Lawrence F. Fortmuller, Jr. Vice President and General Manager,
Computer Systems Group
David M. Race Vice President and General Manger,
Enclosure Management Products Group
Mark A. Edwards Vice President, Sales and Corporate
Marketing
Carol L. Miltner Director
George D. Wells Director
Larry R. Carter Director
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The following are the directors and executive officers of Ancor:
Name Position
- ---- --------
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
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 will 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 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
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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.
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.
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