CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION
. Investors and shareholders may obtain a free copy of the proxy statement and other
documents Mellanox files with the SEC (when available) through the website maintained by the SEC at
www.sec.gov
, at Mellanoxs Investor Relations website ir.mellanox.com or by writing to Mellanox, Hakidma 26 Ofer Industrial Park Yokneam
Israel, 2069200, IR@mellanox.com.
Participants in the Solicitation
Mellanox and its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from
Mellanoxs shareholders in connection with the proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of Mellanoxs directors and executive officers in Mellanoxs Annual Report on
Form
10-K
for the fiscal year ended December 31, 2018, which was filed with the SEC on February 21, 2019. Additional information regarding the interests of such individuals in the proposed
transaction will be included in the proxy statement relating to the proposed transaction when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SECs website at www.sec.gov and Mellanoxs
investor relations website at ir.mellanox.com.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain information which may constitute 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 (the
Exchange Act
). These statements relate to future events that are based on current expectations, estimates, forecasts and projections.
These statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. All statements other than statements of historical
fact or relating to present facts or current conditions included in this communication are forward-looking statements. Such forward-looking statements include, among others, Mellanoxs current expectations and projections relating to its
financial condition, results of operations, plans, objectives, future performance and business. Forward-looking statements can usually be identified by the use of terminology such as anticipate, believe, could,
continue, estimate, expect, goals, intend, likely, may, might, plan, project, seek, should,
target, will, would, and variations of such words and similar expressions.
Those risks, uncertainties and assumptions
include, (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect Mellanoxs business and the price of the ordinary shares of Mellanox, (ii) the failure to satisfy any of
the conditions to the consummation of the proposed transaction, including the approval of the merger agreement by the shareholders of Mellanox and the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event,
change or other circumstance that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the proposed transaction on Mellanoxs business relationships, operating results and business
generally, (v) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction, (vi) risks related to diverting managements
attention from Mellanoxs ongoing business operations (vii) the outcome of any legal proceedings that may be instituted against us related to the merger agreement or the proposed transaction; (viii) unexpected costs, charges or
expenses resulting from the proposed transaction; and (ix) other risks described in Mellanoxs filings with the SEC, such as its Quarterly Reports on Form
10-Q
and Annual Reports on Form
10-K.
Any forward-looking statement made in this communication speaks only as of the date on which it is made. You
should not put undue reliance on any forward-looking statements. Mellanox undertakes no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made
from time to time, whether as a result of new information, future developments or otherwise, except as may be required by law. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates
with respect to those or other forward-looking statements.