<PAGE>
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:
<PAGE>
Ancor Communications, Inc. displayed these slides at its annual meeting of
shareholders on May 16, 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.
[Picture of Desert]
2000 Annual Meeting of
Shareholders
The Fabric With a Future
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand] Agenda
o Formal business meeting
o 1999 highlights
o Business direction and QLogic merger
o Questions and Answers
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
"Safe Harbor" Statement
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995:
With the exception of historical information, the statements set forth in this
presentation include forward-looking statements that involve risk and
uncertainties. The Company wishes to caution that a number of important factors
could cause the results to differ materially from those in the forward-looking
statements. These and other factors which could cause actual results to differ
materially from those in the forward-looking statements are discussed in the
Company's filings with the Securities and Exchange Commission, including its
recent filings on Form S-3, Form 10-K and Form 10-Q.
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Desert]
Results of
Shareholders Votes
The Fabric with A Future
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
1999 Highlights
o Customers and partners
o Products
o Financial summary
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Customers and Partners
o Bell Microproducts
o Datalink
o EMC
o Forefront Graphics
o Gates/Arrow Unit CONSAN
o Hitachi Data Systems
o INRANGE
o Intel
o JNI
o MTI
o MicroNet
o nStor
o Sun Microsystems
o Thomson Broadcast Systems
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Ancor Solutions
The SANbox(TM) Series of Fibre Channel Switches
[Picture of SAN] SANbox-SL Private Loop Switch
8-port private loop switching
SANbox-8 Fibre Channel Switch [Picture of SAN]
Full-function edge or core switch
[Picture of larger SAN] SANbox-16 Fibre Channel Switch
Full-funciton edge or core switch
SANbox-16HA High Availability Switch [Picture of larger SAN]
SANbox-16 with hot swappable power
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Ancor Solutions
[Picture of Ancor SAN] SANbox(TM)-64/128
Fibre Channel Director
o Largest Fibre Channel
Switch in the industry
o Highly reliable--ideal
For data center
environments
o Ability to grow very
Large, easy-to-manage
SANs
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Financial Summary
o Follow-on financing completed in August of 1999
- - 2.5 million shares
- - $65.3 million raised
o Intel purchase of common stock
- - 280,000 shares
- - $14.8 million raised
o Year end cash position: $86 million
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Statement of Operations
$ Million Except Per Share Date
--------------------------------
1999 1998
--------------------------------
Gross sales $13.7 MM $4.4 MM
Gross profit 6.2 (2.0)
Operating expenses
Selling, general & administration 9.0 7.2
Research & Development 7.4 5.4
----- ---
Total 16.4 12.6
Operating loss (10.2) (14.7)
----- -----
Other income 1.5 .2
Net loss ($8.7) ($14.5)
Per share loss ($0.34) ($1.04)
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Quarterly Revenue Profile
[Bar Graph]
Q1 `99 Q2 `99 Q3 `99 Q4 `99 Q1 `00
SAN $1.0M $1.7M $3.9M $4.0M $6.4M
Non-SAN $0.5M $1.9M $0.1M $0.6M $0.8M
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Desert]
Business Direction &
Qlogic Merger
The Fabric With A Future
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Company Positioning
o Explosively growing Fibre Channel switch market
o Sun/ MTI/ EMC/ Intel relationships validate technology and lay the
groundwork for further OEM wins
o Intel investment facilitates complementary products using InfiniBand
o OEM dual sourcing
o Technology leadership provides competitive advantages
- Ancor's architecture provides superior performance
- Cost and performance advantages through leadership in ASIC technology
- Industry's first and only 64/128-port switch
o Pending merger with Qlogic
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Fibre Channel
Hub and Switch Revenue
Worldwide Fibre Channel Hub and Switch Factory
Revenue, $M, 1999-2003
[Line graph displaying figures from next table]
Source: IDC
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Worldwide Fibre Channel Hubs
and Switches Market Forecast
Worldwide Fibre Channel Hub and Switch Factory Revenue, $M, 1999-2003
CAGR
1999-2003
1999 2000 2001 2002 2003 (%)
Hubs, entry $15.6 $17.1 $17.8 $18.4 $18.6 4.5%
Hubs, managed 53.8 64.2 84.1 107.6 139.9 27.0%
Switches, loop 14.1 67.1 108.2 148.4 180.1 89.2%
Switches, fabric 100.7 186.8 387.0 693.3 1020.7 78.4%
Switches, directors 52.4 197.2 441.6 867.9 1428.9 128.6%
---- ----- ----- ----- ------ -----
Total $236.4 $532.3 $1038.7 $1835.7 $2788.2 85.3%
------ ------ ------- ------- ------- ----
Growth % 227.8% 125.1% 95.1% 76.7% 51.9%
Source: IDC
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
The Market
Ancor success story
Fortune 500 Telecom Equipment Manufacturer
- - Implemented a 6-switch SAN
- - "Ancor switches worked as advertised"
- - "Almost any application that uses data can benefit from a SAN
- - Business case
- Before SAN: $18 per gigabyte a month, not including service
- After SAN: $11 per gigabyte a month including service
- Before SAN: 25 megabytes throughput sustained
- After SAN: 80 megabytes throughput sustained
- Before SAN: 38 hours to backup a 100 Gig database
- After SAN: 6 hours to backup same database
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Value Proposition
o Superior technology
- Easier integration with legacy SANs
- Support for more scalable topologies
- Lowest latency
- Broadest product line in industry
o Excellent Customer Relationships
- Products built with real-world customer needs in mind
- Leading the industry in interoperability and standards development
- Willingness to customize products and support
o Ability to attract and retain high-caliber personnel
- Employee base grew 75 to 160
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Ancor Solutions
The SANbox Series of Fibre Channel Switches
[Picture of SAN] SANbox-SL Private Loop Switch
8-port private loop switching
SANbox-8 Fibre Channel Switch [Picture of SAN]
Full-function edge or core switch
[Picture of larger SAN] SANbox-16 Fibre Channel Switch
Full-funciton edge or core switch
SANbox-16HA High Availability Switch [Picture of larger SAN]
SANbox-16 with hot swappable power
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Ancor Solutions
[Picture of Ancor SAN]
o Designed for enterprise data centers
o Grow SAN fabrics to thousands of servers and storage devices
o Meet Reliability demands through redundant features including the switching
core, pathing, power supply and fans
o Eight-port switching modules, power supplies, fans and GBICs are all
hot-swappable for easy maintenance
o Introduction of SANbox-128 in Q4 - double capacity without forklift upgrade
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Competing Solutions
Issues with Limited Switch Choices
[Picture of numerous lines illustrating issues with SANs with limited switch
choices]
Complex 224-port system
o Very complex topology
o Limited expansion options
o Management nightmare
o Creates a high blocking topology, lowering performance
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Ancor Solutions
Broad Switching Suite Simplifies SANs
[Picture of numerous lines illustrating how broad switching suites simplify
SANs]
o Simple despite network size
o Easy expansion
o Very manageable
o Highly reliable
o Completely non-blocking for high performance
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Ancor Solutions
Comprehensive SANsurfer Fabric
Management Software:
o Flexible network topologies that make sense for your environment
o Easy integration -- device discovery, etc.
o Interoperability with new and legacy devices -- leverage your existing
investment
o Extensive diagnostics, remote access capability
o Iron-clad data security
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Product Roadmap
o Will handle either 1Gb or 2Gb speeds
o Will provide more performance/dollar
o Will reduce latency
o Will support ever-greater scalability
o Will support longer connectivity distances
o Will be smaller
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Product Roadmap
Ancor developing complementary InfiniBand switch
[InfiniBand trade association logo]
o Intel invested $14.8M in Ancor last November to develop InfiniBand Swtich
for clustering applications
o Improved scalability and performance over shared PCI bus
o Processor-to-processor or processor-to-Fibre Channel
o Ship by approx. end of 2001
o Ancor also active with InfiniBand Trade Association in standards
development
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Interoperability Efforts
o Open Standards Fabric Initiative - Ancor, Gadzoox, Vixel, McData announce
first open demonstration of switch-to-switchy interoperability at N+1
o FibreAlliance - Ancor switches support management spec
o Jiro - Ancor software support for Jiro Technology Developer's Release
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Reaching the Customer
Key OEM Customers:
[Hitachi Data Systems logo]
[Sun Microsystems logo]
[EMC2 logo]
[MTI logo]
[INRANGE logo]
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Reaching the Customer
Now is the time to move into distribution channel
o IT Managers looking to system integrators and application vendors for help
o Opportunity to drive SAN solutions through application vendors to end user
o Y2K issues are over - End user focus returns to expanding revenue and
profit opportunities
Ancor efforts this year:
o Forming distributor relationships
o Partnering with nationally recognized integrators
o Expanding into Europe
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Reaching the Customer
Key Integration and Distribution Partners:
[Bell Microproducts logo]
[Thomson Broadcast Systems logo]
[Consan, a Gates/Arrow Company logo]
[Datalink logo]
[adic logo]
[Forefront Graphics Corporation logo]
[Net Marks Inc. logo]
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand] Merger with QLogic
Summary of Key Terms
o Definitive agreement signed May 7, 2000
o Pooling-of-interests
o Exchange ratio is 0.5275 QLogic share for each Ancor share
o Ancor pro forma ownership approximately 18%
o Transaction expected to close in Q3 CY2000
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Merger with QLogic
Timing
o Regulatory filings in the next few weeks
o Proxy materials expected to be mailed to shareholders in July
o Shareholder vote by Ancor and QLogic expected in August 2000
o Anticipated closing Q3 2000
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
An Outstanding Partner
Ancor shareholders to own 18% of a company regonized by:
o Barron's
- #5 on Barron's 500 list of top performing stocks
o SmartMoney
- Best Performing Stock of 1999
o Forbes
- 200 Best Small Companies in America
o Money
- One of 10 Technology "Leaders of Tomorrow"
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
QLogic Revenue Growth
[Bar Graph showing $81.4 million in FY98, $117.2 million in FY 99 and $203.1
million in FY00]
[Bar Graph showing $18.2 million Q1 in FY98, $19.6 million in Q2 in FY98, $20.9
million in Q3 in FY98, $22.7 million in Q4 in FY98, $24.1 million in Q1 in FY99,
$27.7 million in Q2 in FY99, $30.3 million in Q3 in FY99, $35.1 million in Q4 in
FY99, $43.2 million in Q1 in FY00, $47.5 million in Q2 in FY00, $52.3 million in
Q3 in FY00 and $60.1 million in Q4 in FY00]
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
QLogic Quarterly Diluted EPS
[Bar Graph showing $0.21 in FY98, $0.34 in FY99 and $0.76* in FY00 (*Excludes
one-time charges for write off of in-process technology)]
[Bar Graph showing $0.04 Q1 in FY98, $0.05 in Q2 in FY98, $0.05 in Q3 in FY98,
$0.06 in Q4 in FY98, $0.07 in Q1 in FY99, $0.07 in Q2 in FY99, $0.10 in Q3 in
FY99, $0.11 in Q4 in FY99, $0.15 in Q1 in FY00, $0.17 in Q2 in FY00, $0.20 in Q3
in FY00 and $0.24* in Q4 in FY00 (*Excludes one-time charges for write off of
in-process technology)]
Fiscal Year Ends March
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Fibre Channel SAN Components
1999 Share By SAN Component
Factory Revenue = $506M
[Pie chart showing Hubs, entry 3%, Hubs, managed 10%, Switches, loop 3%,
Switches, fabric 19%, Switches, directors 10%, HBA 49%, and Storage Routers 6%]
Source: IDC's 4-00 2000 Worldwide Fibre channel Hub & Switch Forecast & Analysis
1997-2003 and IDC's 3-00 Fibre Channel Host Bus Adaptor Forecast & Analysis
1997-2003
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of sand]
Fibre Channel SAN Components
2003 Share By SAN Component
Factory Revenue = $4,544M
[Pie chart showing Hubs, entry
0.4%, Hubs, managed 3%,
Switches, loop 4%, Switches,
fabric 22%, Switches, directors
30%, HBA 38%, and Storage
Routers 3%]
73% Market CAGR with Hubs,manged and Storage Routers
1999 Share By SAN Component
Factory Revenue = $506M
[Pie chart showing Hubs, entry 3%, Hubs, managed 10%, Switches, loop 3%,
Switches, fabric 19%, Switches, directors 10%, HBA 49%, and Storage Routers 6%]
Source: IDC's 4-00 2000 Worldwide Fibre channel Hub & Switch Forecast & Analysis
1997-2003 and IDC's 3-00 Fibre Channel Host Bus Adaptor Forecast & Analysis
1997-2003
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Merger with QLogic
Market Leadership
QLogic Ancor
o #1 Fibre Channel HBA o #2 Fibre Channel switch
o SAN end-node components o SAN fabric systems
- Silicon - Directors
- HBAs - Switches
o First single-chip Fibre Channel o First Fibre Channel switch
solution
o Broadest range of Fibre Channel o Broadest range of Fibre Channel
I/O solutions switch offerings
- Server, W/S, RAID - RAS
- Disk, tape - Port Density
- Management controllers
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Merger with QLogic
Profiles
QLogic Ancor
------ -----
Headquarters Aliso Viejo, CA Minneapolis, MN
Employees 390 165
Quarterly Revenues $60.1M (1) $7.2M (1)
Key Technologies: SCSI, Fibre Channel Fibre Channel,
InfiniBand InfiniBrand
Key Customers: Fujitsu, Sun, Hitachi, Dell, Sun, MTI, Hitachi, EMC,
Intel, Net App., IBM INRANGE
Technology Partners: Intel Intel, INRANGE
Channel Partners: Bell Micro Bell Micro, Datalink
(1) Qtr. Ended 03/00
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Total SAN Solution
Owning the Fabric
[picture showing Ancor SAN in middle of circle with arrows to Qlogic end-node
components and showing Ancor Fabric Systems, and surrounded by Servers,
Workstations, Disk Drives, Tape Drives and Libraries, Storage Subsystems and
Bridges]
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Merger with QLogic
QLogic Selected Customers
[Sun Microsystems logo]
[Intel logo]
[IBM logo]
[Fujitsu logo]
[Compaq logo]
[Siemens Nixdorf logo]
[Dell logo]
[Exabyte logo]
[Sony logo]
[NCR logo]
[Hitachi logo]
[NEC logo]
[Mylex logo]
[Quantum logo]
[Newtork Appliance logo]
[Silicon Graphics logo]
[Tandberg Data logo]
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Customer Benefits
o Interoperable solutions
- End-to-end
- Complementary HBA & switch providers
o Streamline value chain
- Time-to-market
o Lower Total Cost of Ownership
- Deliver increased value
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Marketplace Benefits
o Accelerate SAN deployments
- Substantially stronger dual source switch supplier
o Simplify SAN decisions
- Reduce qualification matrix
o Industry standardize on QLogic/Ancor
"Total SAN Solution"
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Merger With QLogic
Ancor's Strategic Rationale
o Better positions Ancor to capitalize on SAN growth
o Addresses Ancor's need to gain critical mass
o Enables Ancor to compete more effectively with larger, more established
competitors who enjoy greater resources than Ancor
o Diversifies Ancor's current business mix
o Creates value for Ancor shareholders through synergies realized by the
combined company
o Enhances Ancor shareholder liquidity
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Merger With QLogic
Value Creation Opportunities for the Combined Company
Limited customer overlap - New sales opportunities
- Opportunities to strengthen current
relationships with EMC, Intel, MTI
and Sun
End-to-end storage - Combines Qlogic's controllers and
solution adapters with Ancor's switches
- Will account for more components
within the network
- More complete solution, better for
customers
Enhanced technology - InfiniBand leadership
leadership - Well positioned for interoperability
- Design center efficiencies
Manufacturing efficiencies - Foundry volumes
- Reliability
- Failure analysis/testing
Sales/Marketing/Channel - Greater resources available
benefits (More feet on the street)
- Critical mass in Europe
- Increase channel capacity/access to
channel relationships
Powerful strategic - Dell, Fujitsu, IBM, Intel, Sun
alliances/partnerhsips
Corporate culture gains - Employees win
- Recruiting and retention benefits
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Merger with QLogic
Limited customer overlap - New sales opportunities
- Opportunities to strengthen current
relationships with EMC, Intel, MTI
and Sun
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Merger with QLogic
End-to-end storage - Combines Qlogic's controllers and
solution adapters with Ancor's switches
- Will account for more components
within the network
- More complete solution, better for
customers
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Merger with QLogic
Enhanced technology leadership - InfiniBand leadership
- Well positioned for interoperability
- Design center efficiencies
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Merger with QLogic
Manufacturing efficiencies - Foundry volumes
- Reliability
- Failure analysis/testing
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Merger with QLogic
Sales/Marketing/Channel - Greater resources available
benefits (More feet on the street)
- Critical mass in Europe
- Increase channel capacity/access to
channel relationships
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Merger with Qlogic
Powerful strategic - Dell, Fujitsu, IBM, Intel, Sun
alliances/partnerships
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Merger with QLogic
Corporate culture gains - Employees win
- Recruiting and retention benefits
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
[Picture of Sand]
Merger With QLogic
Value Creation Opportunities for the Combined Company
Limited customer overlap - New sales opportunities
- Opportunities to strengthen current
relationships with EMC, Intel, MTI
and Sun
End-to-end - Combines Qlogic's controllers and
storage solution adapters with Ancor's switches
- Will account for more components
within the network
- More complete solution, better for
customers
Enhanced technology - InfiniBand leadership
leadership - Well positioned for interoperability
- Design center efficiencies
Manufacturing efficiencies - Foundry volumes
- Reliability
- Failure analysis/testing
Sales/Marketing/Channel - Greater resources available
benefits (More feet on the street) -
- Critical mass in Europe
- Increase channel capacity/access to
channel relationships
Powerful strategic - Dell, Fujitsu, IBM, Intel, Sun
alliances/partnerships
Corporate culture gains - Employees win
- Recruiting and retention benefits
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
Questions and Answers
The Fabric with a Future
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
SANbox(TM) Fibre Channel Switches
[Picture of small SAN]
[Picture of very large SAN]
[Picture of smaller SAN]
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
<PAGE>
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, 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.
A description of the identity of the participants in the solicitation and a
description of their direct or indirect interests is set forth in the Rule
14a-12 filing made by Ancor on May 22, 2000 (relating to a press release dated
May 8, 2000), under the caption "Solicitiation of Proxies; Interests of Certain
Persons in the Merger" and that description is incorporated by reference.
Copyright 2000 Ancor Communications, Ancor
All Rights Reserved 5/18/2000 Communications, Inc.
