Broadcom surprised by proxy firm's view of Emulex consent solicitation

By Lisa Kerner

Charlotte, N.C., June 22 - Broadcom Corp. said Glass, Lewis & Co.'s recommendation against all five of the company's consent solicitation proposals is "perplexing" because the proxy firm initially recommended in favor of Broadcom proposals one and two.

Those proposals would give Emulex Corp. shareholders the right to call a special meeting for the purpose of replacing the company's incumbent directors.

"Glass Lewis's highly unusual and sudden reversal of this position stands on its head accepted principles of good corporate governance in general, and Glass Lewis' guidelines in particular," a Broadcom news release said.

Broadcom said Glass Lewis' recommendation "fundamentally misinterprets" Broadcom's consent solicitation.

According to Emulex, Glass Lewis said in its report, "In our opinion, Broadcom has little interest in the long-term corporate governance of the company [Emulex] unless such changes support the dissident's hostile takeover of the company."

"We are pleased Glass Lewis recognizes that Broadcom's consent solicitation is not in Emulex stockholders' best interests and that Broadcom's proposals are solely aimed at furthering their inadequate offer," Emulex president and chief executive officer Jim McCluney said in a company news release.

As previously reported, Broadcom extended its $9.25-per-share tender offer for Emulex to 11:59 p.m. ET on July 1 from 11:59 p.m. ET on June 17.

Emulex urged its shareholders to reject the offer.

Approximately 2,253,814 shares of Emulex had been tendered and not withdrawn in the offer as of 5 p.m. ET on June 17, Broadcom said.

Emulex is a Costa Mesa, Calif., storage networking company.

Irvine, Calif.-based Broadcom provides semiconductors for wired and wireless communications.

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