Item 7.01. Regulation FD Disclosure.
On March 15, 2018, outside U.S. counsel for Mellanox Technologies, Ltd. (the Company or Mellanox) sent a letter to Olshan Frome
Wolosky LLP (Olshan), counsel to Starboard Value LP, in response to Olshans letter sent to the Company and the Companys outside U.S. counsel on March 12, 2018 and filed with the Securities and Exchange Commission (the
SEC) as Amendment No. 3 to Schedule 13D on March 13, 2018 regarding the Companys upcoming extraordinary general meeting of shareholders (EGM). A copy of the letter is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto,
shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange
Act.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
All statements included or incorporated by reference in this Current Report, other than statements or characterizations of historical fact, are forward-looking
statements, including the Companys outlook for the three months ending March 31, 2018 and the full fiscal year ending December 31, 2018, statements related to trends in the market for the Companys solutions and services,
opportunities for the Company in the fiscal year ending December 31, 2018 and beyond, and future product capabilities. These forward-looking statements are based on the Companys current expectations, estimates and projections about the
Companys industry and business, managements beliefs and certain assumptions made by the Company, all of which are subject to change.
Forward-looking statements can often be identified by words such as projects, anticipates, expects, intends,
plans, predicts, believes, seeks, estimates, may, will, should, would, could, potential, continue,
ongoing, similar expressions and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause the Companys
actual results to differ materially and adversely from those expressed in any forward-looking statement. The risks and uncertainties that could cause the Companys results to differ materially from those expressed or implied by such
forward-looking statements include the continued expansion of the Companys product line, customer base and the total available market of the Companys products, the continued growth in demand for the Companys products, the
continued, increased demand for industry standards-based technology, the Companys ability to react to trends and challenges in its business and the markets in which it operates, the Companys ability to anticipate market needs or develop
new or enhanced products to meet those needs, the adoption rate of the Companys products, the Companys ability to establish and maintain successful relationships with its OEM partners, the Companys ability to effectively compete in
its industry, fluctuations in demand, sales cycles and prices for the Companys products and services, the Companys success converting design wins to revenue-generating product shipments, the continued launch and volume ramp of large
customer sales opportunities, the Companys ability to protect its intellectual property rights, the Companys ability to successfully acquire businesses and technologies and to successfully integrate and operate these acquired businesses,
the Companys success in realizing the anticipated benefits of mergers and acquisitions, and the Companys ability to obtain debt at competitive rates or in sufficient amounts in order to fund its contractual commitments. Furthermore, the
majority of the Companys quarterly revenues are derived from customer orders received and fulfilled in the same quarterly period. The Company has limited visibility into actual end-user demand as such demand impacts the Company and
its OEM customer inventory balances in any given quarter. Consequently, this introduces risk and uncertainty into the Companys revenue and production forecasts and business planning and could negatively impact its financial results. In
addition, current uncertainty in the global economic environment poses a risk to the overall economy as businesses may defer purchases in response to tighter credit conditions, changing overall demand for the Companys products, and negative
financial news. Consequently, the Companys results could differ materially from its prior results due to these general economic and market conditions, political events and other risks and uncertainties described more fully in the
Companys documents filed with or furnished to the Securities and Exchange Commission (the SEC).
More information about the risks,
uncertainties and assumptions that may impact our business is set forth in the Companys annual report on Form 10-K filed with the SEC on February 16, 2018. All forward-looking statements in this letter to shareholders,
including the outlook for the three months ending March 31, 2018 and the full fiscal year ending December 31, 2018, are based on information available to the Company as of the date hereof, and the Company assumes no obligation to update
these forward-looking statements.
Important Additional Information and Where You Can Find It
The Company and certain of its directors and executive officers may be deemed to be participants in a solicitation of proxies in connection with the matters to
be considered at the EGM and the 2018 annual general meeting of shareholders (2018 AGM). Information regarding the names of the Companys directors and executive officers and their respective interests in the Company by security
holdings or otherwise is set forth in the Companys preliminary proxy statement filed with the SEC on March 7, 2018 and reports filed by the Company and Forms 3 and Forms 4 filed by the Companys executive officers and directors with
the SEC after March 7, 2018. These documents are available free of charge at the SECs website at www.sec.gov. Additional information regarding the identity of participants, and their direct or indirect interests, by security holdings or
otherwise, will be set forth in the Companys proxy statements for its EGM and its 2018 AGM, including the schedules and appendices thereto.
The
Company intends to furnish its definitive proxy statements and WHITE proxy cards for the EGM and the 2018 AGM to each shareholder entitled to delivery of a proxy, and intends to file such definitive proxy statements and WHITE proxy cards with the
SEC. THE COMPANY URGES ITS SHAREHOLDERS TO CAREFULLY READ SUCH DEFINITIVE PROXY STATEMENTS (INCLUDING ANY SUPPLEMENTS OR AMENDMENTS THERETO), ACCOMPANYING WHITE PROXY CARDS AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC,
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Copies of the definitive proxy statements, any solicitation materials and any other documents filed by the Company with the SEC will be made available free of charge at the
SECs website at www.sec.gov. These documents will also be made available free of charge on the Companys website at www.mellanox.com or by contacting the Companys proxy solicitor, Mackenzie Partners, Inc. at
mlnxproxy@mackenziepartners.com
.