Emulex Denies Broadcom Request For Confidential Information

Emulex Corp. (ELX) earlier this week denied Broadcom Corp.'s (BRCM) request for non-public information, which Broadcom said might help it to decide if its current offer for Emulex could be modified.

The exchange, made public in a Securities and Exchange Commission filing by Broadcom on Tuesday, comes as the two companies are locked in an increasingly bitter takeover battle. Emulex has insisted that Broadcom's offer of $764 million, or $9.25 a share, undervalues the company, based in part on future business that Emulex cannot yet disclose.

In an email sent Monday, Emulex Chief Executive Jim McCluney responded to a phone conversation between him and Broadcom Chief Executive Scott McGregor. According to McCluney, McGregor asked for "highly competitive and sensitive information regarding our technology," as well as details of customer plans, design wins and financial information.

"We fail to see how it would be in the best interests of Emulex stockholders to share such information with Broadcom," McCluney wrote.

McGregor responded: "If Emulex can justify a valuation that is not ascertainable from public information, we would consider it."

Broadcom included the exchange in its definitive consent solicitation, which asks Emulex shareholders to allow a request for a special meeting of shareholders, where Broadcom would put forward an alternative slate of directors.

Broadcom has extended its tender offer, originally set to expire June 3, to June 17. Prior to the extension, Broadcom received about 2.3 million Emulex shares out of 82.9 million shares outstanding.

Emulex again recommended that shareholders not tender their shares or participate in the consent solicitation in a statement released Tuesday. Emulex also said it will hold its annual shareholder meeting Nov. 19.

Emulex shares were recently up 0.8% to $10.68, and have traded above Broadcom's $9.25 a share bid since the offer was announced in April.

Broadcom shares were recently up 4% to $26.86.

- By Jerry A. DiColo; Dow Jones Newswires; 201-938-5670; [e-mail]