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Leading Independent Proxy Advisory Firm ISS Recommends That Ezchip Shareholders Vote for the Merger Agreement With Mellanox Technologies, Ltd.YOKNEAM, Israel, October 29, 2015 /PRNewswire/ --
ISS Supports the Mellanox Transaction Which Provides Immediate and Certain Value to EZchip Shareholders ISS Notes Potential Misalignment Between Raging Capital's Interests and Interests of Other EZchip Shareholders - Recommends a Vote AGAINST Raging's Director Nominees 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 Institutional Shareholder Services ("ISS"), among the world's leading independent proxy advisory firms, has recommended that EZchip shareholders vote FOR the Merger Proposal with Mellanox Technologies, Ltd. ("Mellanox"), and 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, ISS stated in its October 29, 2015 report[1]:
- The reasonable valuation multiples; - The downside potential in an adverse scenario for sales of NPS-400."
Eli Fruchter, CEO of EZchip, said, "We are pleased that ISS has endorsed the Mellanox transaction, which provides significant, certain and immediate cash value to EZchip shareholders. The Company believes that ISS' recommendation further supports EZchip's view that this transaction is in the best interest of all EZchip shareholders. We urge EZchip shareholders to follow ISS' recommendation by voting FOR the proposed transaction with Mellanox and FOR ALL of the Company's highly qualified and experienced director nominees. "EZchip's Board, with its significant leadership experience and industry expertise, has remained intently focused on maximizing value for Zchip shareholders. The fully financed offer from Mellanox was the result of the Board's carefully managed sale process and extensive negotiations and represents an attractive valuation for EZchip based on precedent semiconductor transactions, peer trading multiples and premium." In recommending that EZchip shareholders vote AGAINST Raging Capital's nominees, ISS stated in its October 29, 2015 report[2]:
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 and 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. 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 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 http://www.sec.gov by directing such requests to: MacKenzie Partners, Inc. Toll-free: (800) 322-2885 Collect: (212) 929-5500 -------------------------------------------------- 1. Permission to use quotations neither sought nor obtained 2. Permission to use quotations neither sought nor obtained Contacts EZchip Investor Contact Sharon Stern / Adam Pollack SOURCE EZchip Semiconductor Ltd 
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