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Voltaire Ltd.
·
6-K
Dec 13, 2:56 PM ET
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Voltaire Ltd. 6-K
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Contents
99
VOLTAIRE ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 6, 2011
ADDITIONAL SOURCES OF INFORMATION
VOLTAIRE
TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE SPECIAL GENERAL MEETING AND THE MERGER
SUMMARY
The Companies
Voltaire’s Reasons for the Merger; Recommendation of the Voltaire Board of Directors
Opinion of Voltaire’s Financial Advisor
Interests of Certain Persons; Share Ownership of Voltaire Directors and Executive Officers
The Merger Agreement
Structure of the Merger
Consideration
Treatment of Share Options and RSUs Outstanding Under Our Equity Incentive Plans
The Special General Meeting of Voltaire’s Shareholders
Conditions to the Merger
Conditions to Each Party’s Obligations.
Conditions to Mellanox’s and Merger Sub’s Obligations.
Conditions to Voltaire’s Obligations.
Termination
No Solicitation of Acquisition Proposals
Termination Fees and Expenses
Absence of Appraisal Rights
Regulatory Approval
Material U.S. Federal and Israeli Income Tax Consequences
Voting and Support Agreements
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
MARKET PRICE AND DIVIDEND DATA
Quarterly Share Information
Monthly Share Information
THE SPECIAL GENERAL MEETING
General; Date; Time and Place
Purpose of the Special General Meeting
Shareholders Entitled to Vote; Record Date
Recommendation of the Board of Directors
Quorum and Voting
Voting Results
Voting of Proxies
Revoking or Changing Your Vote
The Proxy
Required Vote for the Submitted Proposals
Share Ownership of Voltaire Directors and Executive Officers
Solicitation of Proxies
Attending the Voltaire Special General Meeting
Contact for Questions and Assistance in Voting
Other Matters
THE COMPANIES
Voltaire
Mellanox
Mondial Acquisition Corporation Ltd.
Past Contacts, Transactions and Negotiations
THE MERGER
Background of the Merger
Reasons for Approval of the Merger; Recommendations
Opinion of Voltaire’s Financial Advisor
Voltaire Financial Analyses.
Interests of Voltaire’s Executive Officers and Directors in the Merger
No Appraisal Rights
Effects of the Merger on our Ordinary Shares
Effect of the Merger on Equity Incentive Awards and Other Options
Delisting and Deregistration of Voltaire’s Ordinary Shares
Procedures for Receiving the Merger Consideration
Material U.S. Federal and Israeli Income Tax Consequences
Material U.S. Federal Income Tax Consequences
Sale of Voltaire Ordinary Shares
Passive Foreign Investment Company
Backup Withholding
Material Israeli Tax Consequences
Accounting Treatment of the Merger
Regulatory Matters
Other Antitrust Approvals
THE MERGER AGREEMENT
The Merger
The Merger Consideration and the Conversion of Share Capital
Payment Procedures
Shareholders’ Meeting
Representations and Warranties
Covenants Regarding Conduct of Business by Voltaire Pending the Merger
No Solicitations
Voltaire Board Recommendation
Employee Compensation and Benefits
Other Covenants and Agreements
Reasonable Efforts
Conditions to the Merger
Termination of the Merger Agreement
Termination Fees and Expenses
Amendment
Remedies
Voting and Support Agreements
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS OF VOLTAIRE
WHERE YOU CAN FIND MORE INFORMATION
PROXY SPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 6, 2011 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF VOLTAIRE LTD.
List of Schedules
AGREEMENT OF MERGER
RECITALS
AGREEMENT
VOTING AND SUPPORT AGREEMENT
RECITALS
AGREEMENT
Contents
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