Form 6-K EZCHIP SEMICONDUCTOR For: Nov 03
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Month of November 2015
Commission File Number 000-20860
EZchip Semiconductor Ltd.
(Translation of registrant’s name into English)
1 Hatamar Street, P.O.B. 527, Yokneam 20692, Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F T Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No T
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If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_
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EXPLANATORY NOTE
On November 3, 2015, EZchip Semiconductor Ltd. (the “Company”) issued a press release titled “ENTROPY, THE LEADING INDEPENDENT PROVIDER OF PROXY ADVISORY SERVICES IN ISRAEL, JOINS ISS IN RECOMMENDING THAT EZCHIP SHAREHOLDERS VOTE “FOR” THE MERGER AGREEMENT WITH MELLANOX TECHNOLOGIES, LTD.”
A copy of the press release describing the recommendations of Entropy and ISS, leading independent providers of proxy advisory services in Israel and US, respectively, to vote FOR the merger and FOR all the Company’s director nominees and AGAINST Raging Capital’s director nominees is annexed hereto as Exhibit 99.1.
In addition, pursuant to Israel’s Companies Law, 5759-1999, the Company is mandated to furnish a copy of the Position Notice delivered by Raging Capital Master Fund, Ltd. to the Company on November 2, 2015. The information in the Position Notice was not verified by the Company, and the Company provides no assurances as to the accuracy or completeness of any of the information in the Position Notice. A copy of such Position Notice is annexed hereon to as Exhibit 99.2.
The information in this explanatory note shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference to Form 6-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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EZchip Semiconductor Ltd.
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By:
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/S/ Dror Israel
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Name:
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Dror Israel
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Title:
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Chief Financial Officer
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Date: November 3, 2015
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Exhibit Index
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Exhibit 99.1
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Press Release of the Company, dated November 3, 2015, titled “ENTROPY, THE LEADING INDEPENDENT PROVIDER OF PROXY ADVISORY SERVICES IN ISRAEL, JOINS ISS IN RECOMMENDING THAT EZCHIP SHAREHOLDERS VOTE “FOR” THE MERGER AGREEMENT WITH MELLANOX TECHNOLOGIES, LTD.”
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Exhibit 99.2
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Position Notice of Raging Capital Master Fund, Ltd. delivered to the Company on November 2, 2015, which the Company is mandated to furnish hereby pursuant to Israel’s Companies Law, 5759-1999. The information in the Position Notice was not verified by the Company, and the Company provides no assurances as to the accuracy or completeness of any of the information in the Position Notice.
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Exhibit 99.1
ENTROPY, THE LEADING INDEPENDENT PROVIDER OF PROXY ADVISORY SERVICES IN ISRAEL, JOINS ISS
IN RECOMMENDING THAT EZCHIP SHAREHOLDERS VOTE “FOR” THE MERGER AGREEMENT WITH
MELLANOX TECHNOLOGIES, LTD.
Second Proxy Advisory Firm to Recommend a Vote “FOR” the Merger Proposal
Entropy Agrees That the Mellanox Transaction is Beneficial to ALL EZchip Shareholders
Board Urges Shareholders to Vote FOR the Merger Proposal with Mellanox
YOKNEAM, ISRAEL, November 03, 2015 - EZchip Semiconductor Ltd. (“EZchip” or the “Company”) (NASDAQ: EZCH), a leader in high-performance processing solutions for carrier and data center networks, today announced that Entropy Financial Research Services Ltd. (“Entropy”), a leading independent provider of proxy advisory services in Israel, has recommended that EZchip shareholders vote FOR the Merger Proposal with Mellanox Technologies, Ltd. (“Mellanox”), FOR ALL of the Company’s experienced director nominees and AGAINST Raging Capital’s two director nominees at the Company’s upcoming Annual General Meeting of Shareholders.
As previously announced on October 29, 2015, Institutional Shareholder Services (“ISS”), a leading proxy advisory firm in the U.S., also recommended that EZchip shareholders vote FOR the Merger Proposal with Mellanox, FOR ALL of the Company’s experienced director nominees and AGAINST Raging Capital's two director nominees at the Company's upcoming Annual General Meeting of Shareholders.
In recommending that EZchip shareholders vote FOR the Merger Proposal with Mellanox, Entropy stated in its November 02, 2015 report1:
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Ø
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“In conclusion, as we examine this transaction, we believe that the alignment of interests of the CEO of the Company, who is also its largest individual shareholder, the fact that the transaction was done at a price higher than the market price at the time of its announcement and the lack of any higher proposal thus far from any competitor, indicate that the price offered by Mellanox is beneficial to all of EZchip's shareholders.”
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In recommending that EZchip shareholders vote AGAINST Raging Capital’s nominees, Entropy stated in its November 02, 2015 report2:
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“… [T]his fund (Raging Capital) has hedged its position in the Company in a way that enables it to benefit from a decline in the Company's share price, a situation under which Raging Capital’s interests conflict with the interests of the ‘pure’ shareholders of the Company - therefore we recommend to vote against Raging Capital's director-nominees.”
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Eli Fruchter, CEO of EZchip, said, “The support of Entropy and ISS underscores EZchip’s view that approval of the Mellanox transaction is in the best interest of EZchip shareholders. Entropy and ISS recognize that the proposed merger will provide significant, compelling and certain cash value to EZchip shareholders and does not bear execution risks inherent to EZchip continuing as a stand alone company.
1 Permission to use quotations neither sought nor obtained
2 Permission to use quotations neither sought nor obtained
“We urge shareholders to follow the recommendations of Entropy and ISS and vote FOR the proposed transaction with Mellanox, and FOR ALL of the Company’s highly qualified and experienced director nominees.”
IMPORTANT
If you are a shareholder, it is important that the Company promptly receives your vote. If you have NOT already voted, please IMMEDIATELY vote FOR the Merger Proposal, FOR ALL of EZchip’s experienced director nominees and AGAINST Raging Capital’s two director nominees to ensure that your vote will be received in time. Please do not return or otherwise vote any GOLD proxy card sent to you by Raging Capital. Even if you have previously voted against the merger or for Raging Capital’s nominees, you have every right to change your vote. Only your latest dated, validly executed vote will count.
If you have any questions about the Annual General Meeting or need assistance in voting your shares, please contact the Company’s proxy solicitor, MacKenzie Partners, at Toll-free: (800) 322-2885 or Collect: (212) 929-5500.
About EZchip
EZchip is a fabless semiconductor company that provides high-performance processing solutions for a wide range of applications for the carrier, cloud and data center networks. EZchip’s broad portfolio of solutions scales from a few to hundreds of Gigabits-per-second, and includes network processors, multi-core processors, intelligent network adapters, high-performance appliances and a comprehensive software ecosystem. EZchip’s processing solutions excel at providing great flexibility and high performance coupled with superior integration and power efficiency.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.Forward-looking statements are statements that are not historical facts and may include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance and the consummation of the merger with Mellanox Technologies, Ltd.These statements are only predictions based on EZchip's current expectations and projections about future events based on its current knowledge.There are important factors that could cause EZchip's actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements.Those factors include, but are not limited to, the impact of general economic conditions, competitive products (including in-house customer developed products), product demand and market acceptance risks, customer order cancellations, reliance on key strategic alliances, fluctuations in operating results, delays in development of highly-complex products and other factors indicated in EZchip's filings with the Securities and Exchange Commission (SEC).For more details, refer to EZchip's SEC filings and the amendments thereto, including its Annual Report on Form 20-F filed on March 31, 2015 and its Current Reports on Form 6-K (including EZchip’s Proxy Statement, dated October 13, 2015 (as supplemented on October 26, 2015)). EZchip undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in our expectations, except as may be required by law.
Important Additional Information
This communication is neither an offer to purchase nor a solicitation of an offer to sell securities. Shareholders are urged to read the Proxy Statement, dated October 13, 2015 (as supplemented on October 26, 2015), together with the Merger Agreement and other exhibits thereto, in their entirety because they contain important information. The Proxy Statement, dated October 13, 2015 (including the Merger Agreement with Mellanox Technologies, Ltd. and the fairness opinion received by the EZchip Board), has been filed by EZchip with the SEC and mailed to shareholders. The Supplement to the Proxy Statement, dated October 26, 2015, has been filed by EZchip with the SEC and is being mailed to shareholders. Shareholders may also obtain a free copy of these statements and other documents filed by EZchip with the SEC at the website maintained by the SEC at www.sec.gov by directing such requests to:
MacKenzie Partners, Inc.
Toll-free: (800) 322-2885
Collect: (212) 929-5500
Contacts
EZchip Investor Contact
Jeffrey A Schreiner
EZchip
+1-408-520-3676
EZchip PR Contact
Daureen Green
EZchip
+972-4-959-6677
Additional Contacts
Joele Frank, Wilkinson Brimmer Katcher
Eric Brielmann / Kate Beers
415-869-3950
Sharon Stern / Adam Pollack
212-355-4449
MacKenzie Partners, Inc.
Bob Marese
212-929-5405
Exhibit 99.2
Position Notice delivered by Raging Capital Master Fund, Ltd. pursuant to Israel’s Companies Law, 5759-1999*
Raging Capital Master Fund, Ltd. ("Raging Master") strongly believes the US$25.50 per share sale price shareholders would receive under the proposed acquisition of EZchip Semiconductor Ltd. ("EZchip" or the "Company") by Mellanox Technologies, Ltd. ("Mellanox") considerably undervalues the Company and its future prospects. Raging Master believes EZchip has enormous potential to grow as an independent public company and should not be sold at this time.
EZchip has a dominant position in the network processor market, a position Raging Master believes has been strengthened with Marvell Technology's recent announcement that it will be exiting this market. In addition, following three years of significant investment in research and development, EZchip is on the verge of sampling its new NPS-400 chip, which leapfrogs existing technologies. The Company has already secured design wins for the NPS-400 from several new customers, including a "tier one carrier", a "tier one switch provider", and a "hyper scale data center operator." Raging Master also believes the growth opportunity associated with the TILE-Mx processor, an ARM-based multi-core chip that will incorporate EZchip's best-of –breed networking processor and accelerator capabilities, has not been factored into the US$25.50 sale price.
The most important factor to understand and appreciate is the immense amount of operating leverage in EZchips's business model. Remember, the bulk of the development costs of NPS and TILE-Mx are already being expensed through the Company's income statement, which means that a high percentage of the high-margin, incremental revenues from NPS-400 and TILE-Mx will drop directly to the bottom line. This favorable operating leverage profile provides significant potential upside, while downside risks are limited by EZchip's substantial net cash balance and strong ongoing operating cash flows from long-life design wins. For EZchip shareholders, this provides a very attractive risk/reward set-up with limited downside risk and significant upside potential. Raging Master asks: Why Sell Now?
If EZchip should be sold, Raging Master believes the Board has a fiduciary obligation to conduct a thorough sale process designed to maximize shareholder value. Raging Master does not believe such a process has been conducted and the proposed merger appears to be a marriage of convenience rather than the outcome of a robust and rigorous sale process. As a result, Raging Master believes the merger should be voted down by shareholders and the Board should be reconstituted with directors who are committed to maximizing EZchip's full value for the benefit of all shareholders. To this end, Raging Master has disseminated to EZchip shareholders a competing GOLD proxy card, on which shareholders will not only be able to vote against the merger, but will also have the opportunity to elect its highly-qualified director nominees – Paul K. McWilliams and Kenneth H. Traub – to the Board at the upcoming General Meeting.
Raging Master encourages you to visit its website at www.EZCH-value.com for additional information and materials regarding its solicitation. For assistance with voting your shares, contact Okapi Partners: [email protected], U.S. toll-free: (855) 208-8902, Israel toll-free: 01801227249.
* EZchip is mandated to furnish a copy of this Position Notice pursuant to Israel’s Companies Law, 5759-1999. The information in this Position Notice was not verified by EZchip, and EZchip provides no assurances as to the accuracy or completeness of any of the information in this Position Notice.
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