UNITED
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 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of November 2010
Commission
File Number: 001-33611
Voltaire
Ltd.
(Exact
name of Registrant as Specified in its Charter)
13
Zarchin Street
Ra’anana
43662, Israel
(Address
of principal executive offices)
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
x
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):
¨
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):
¨
Indicate
by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
¨
No
x
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
82-________
Agreement
of Merger
On
November 29, 2010, Mellanox Technologies, Ltd., a company formed under the laws
of Israel (“Mellanox”), entered into an Agreement of Merger (the “Merger
Agreement”) with Voltaire Ltd., a company formed under the laws of Israel
(“Voltaire”), and Mondial Acquisition Corporation
Ltd., a company formed
under the laws of Israel and a wholly owned subsidiary of Mellanox (“Merger
Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with
and into Voltaire (the “Merger”), with Voltaire continuing after the Merger as
the surviving corporation and a wholly owned subsidiary of Mellanox. At
the effective time of the Merger (the “Effective Time”), each issued and
outstanding ordinary share of Voltaire (the “Ordinary Shares”) will be deemed to
have been transferred to Mellanox in exchange for
the right to receive $8.75
in cash, without interest (the “Merger Consideration”). As of November 29,
2010, the aggregate estimated purchase price is approximately $218 million,
which amount is subject to change based on the number of outstanding Ordinary
Shares at the Effective Time.
Each
outstanding option and restricted stock unit of Voltaire (each, a “Voltaire
Equity Award”) shall be assumed by Mellanox and converted into an option or
restricted stock unit, as the case may be, of Mellanox (each a “Mellanox Equity
Award”), with the number of ordinary shares of Mellanox issuable upon the
exercise or conversion of each such Mellanox Equity Award determined by
reference to the Merger Consideration and the trading price of Mellanox’s
ordinary shares for the five trading days immediately preceding the Effective
Time, except that any Voltaire Equity Award that is held by a person other than
an employee or consultant of Voltaire shall be cancelled and the portions of
such Voltaire Equity Awards vested at closing shall be converted into the right
to receive a per share cash payment equal to the Merger Consideration, less any
per share exercise price or purchase price. Unvested options and
performance based restricted stock units held by Voltaire’s non-employee
directors and by Voltaire’s executive officers will be subject to accelerated
vesting in accordance with the terms of such options and performance based
restricted stock units and the terms of the Merger Agreement.
The board
of directors of Voltaire unanimously approved the Merger Agreement and
determined that the Merger Agreement and the Merger were advisable, fair to and
in the best interest of Voltaire’s shareholders. Bank of America
Merrill Lynch served as financial advisor to Voltaire’s board and rendered a
fairness opinion to the board as to the fairness, from a financial point of
view, of the consideration to be received by Voltaire’s shareholders in the
Merger.
Voltaire
and Mellanox have made customary representations and warranties and agreed to
customary covenants in the Merger Agreement, including covenants by Voltaire not
to, among other things, (i) solicit proposals for alternative acquisition
transactions or (ii) subject to the fiduciary duties of Voltaire’s board of
directors, enter into discussions concerning alternative acquisition
transactions.
The
completion of the Merger is subject to approval of the Merger Agreement by the
holders of a majority of Voltaire’s shares represented and voted (excluding
abstentions) in person or by proxy at a general meeting of shareholders, and
other customary conditions, including the continued employment through the
closing of at least two-thirds of certain designated employees of Voltaire who
receive offer letters after the date of the Merger Agreement. The
transaction is not subject to any financing condition.
The
Merger Agreement contains certain termination rights for both Mellanox and
Voltaire. Subject to certain exceptions, both Mellanox and Voltaire
have the right to terminate the Merger Agreement if the Merger has not been
consummated by April 21, 2011. Voltaire may terminate the Merger
Agreement if it accepts an unsolicited superior proposal prior to shareholder
approval of the Merger, provided specified conditions are met. The
Merger Agreement provides for other customary termination events including
mutual consent, the non-approval at a general meeting of the shareholders of
Voltaire, final injunction, material breach of a representation, warranty or
covenant of either party that is not subject to cure through the exercise of all
commercially reasonable efforts, and the occurrence of certain material adverse
events regarding Voltaire. Upon the termination of the Merger
Agreement under specified circumstances, Voltaire may be required to pay
Mellanox a termination fee equal to $8.7 million.
Voting
Agreements
In
connection with the Merger Agreement, Mellanox has entered into Voting and
Support Agreements (the “Voting Agreements”), each dated as of November 29,
2010, with the Chairman of Voltaire’s board and
Voltaire’s Chief
Executive Officer, each of the other directors and certain key shareholders of
Voltaire (each a “Voltaire Shareholder,” and collectively, the “Voltaire
Shareholders”) pursuant to which, among other things, each Voltaire Shareholder
has agreed to vote all Ordinary Shares beneficially owned by such Voltaire
Shareholder (the “Covered Shares”) in favor of the adoption of the Merger
Agreement and the approval of the Merger and the other transactions contemplated
thereby and against any action that is intended or could reasonably be expected
to prevent, impede, interfere with, delay or postpone the consummation of the
Merger or the other transactions contemplated by the Merger
Agreement. In addition, pursuant to the terms of the Voting
Agreements, each Voltaire Shareholder has granted HFN Trust Company 2010 Ltd. an
irrevocable proxy to vote the Covered Shares with respect to the matters set
forth in the Voting Agreement. In addition to the Chairman of
Voltaire’s board, Chief Executive Officer and each other member of the Voltaire
board of directors, the Voltaire Shareholders include BCF II Belgium Holding
SPRL, Benhamou Global Ventures, LLC, Eric Benhamou 2009 Trust, Pitango Venture
Capital Fund III and affiliated funds, Platinum Venture Capital L.P. and an
affiliated fund, and Vertex Israel II (C.I.) Fund L.P. and affiliated
funds. The obligations of the Voltaire Shareholders terminate if the
Merger Agreement is terminated. The Voltaire Shareholders collectively
hold approximately 46% of the outstanding shares of Voltaire at the date of the
Merger Agreement.
Additional
Information
On
November 29, 2010, Mellanox and Voltaire issued a joint press release
announcing the execution of the Merger Agreement. A copy of the press
release is furnished hereto as Exhibit 99.3.
In
connection with the proposed transaction, Voltaire will prepare a proxy
statement to be delivered to its shareholders, and intends to furnish such proxy
statement to the Securities and Exchange Commission under cover of Form 6-K.
Before making any voting or investment decision with respect to the transaction,
investors and security holders of Voltaire are urged to read the proxy statement
and the other relevant materials when they become available because they will
contain important information about the transaction. The proxy statement and
other documents may be obtained for free by directing such request to Voltaire
Investor Relations, telephone: +1-800-865-8247 or at
www.voltaire.com.
The
foregoing descriptions of the Merger Agreement and the Voting Agreements do not
purport to be complete and are qualified in their entirety by reference to the
full text of the agreements, which are filed respectively as Exhibits 99.1 and
99.2 hereto and incorporated herein by reference. The Merger Agreement has
been included to provide investors with information regarding its terms and is
not intended to provide any other factual information about Mellanox or
Voltaire. The Merger Agreement contains representations and
warranties by Mellanox and Voltaire. These representations and
warranties have been made solely for the benefit of the other parties to the
Merger Agreement and (i) may be intended not as statements of fact, but rather
as a way of allocating the risk to Mellanox or Voltaire if those statements
prove to be inaccurate, (ii) have been qualified by disclosures that were made
to the other party in connection with the negotiation of the Merger Agreement,
(iii) may apply materiality standards different from what may be viewed as
material to investors, and (iv) were made only as of the date of the Merger
Agreement or such other date(s) as may be specified in the Merger Agreement and
are subject to more recent developments. Accordingly, these
representations and warranties may not describe the actual state of affairs at
the date they were made or at any other time.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, hereunto duly
authorized.
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Date: November
29, 2010
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VOLTAIRE
LTD.
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By:
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/s/
Joshua Siegel
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Name:
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Joshua
Siegel
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Title:
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Chief
Financial
Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Agreement
of Merger, dated as of November 29, 2010, among Mellanox
Technologies, Ltd., Mondial Acquisition Corporation Ltd. and Voltaire
Ltd.
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99.2
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Form of
Voting and Support Agreement, executed by Mellanox Technologies, Ltd. and
the other signatories thereto on November 29,
2010.
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99.3
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Joint
press release dated November 29,
2010.
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