JOINT FILING AND SOLICITATION AGREEMENT
Exhibit 99.2
JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Mellanox Technologies, Ltd., a public company formed under the laws of Israel (the “Company”);
WHEREAS, Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), Starboard Value R LP, a Delaware limited partnership (“Starboard R LP”), Starboard Value R GP LLC, a Delaware limited liability company (“Starboard R GP”), Starboard Leaders Papa LLC, a Delaware limited liability company (“Starboard Papa LLC”), Starboard Leaders Fund LP, a Delaware limited partnership (“Starboard Leaders Fund”), Starboard Value A LP, a Delaware limited partnership (“Starboard A LP”), Starboard Value A GP LLC, a Delaware limited liability company (“Starboard A GP”), Starboard Value LP, a Delaware limited partnership (“Starboard Value LP”), Starboard Value GP LLC, a Delaware limited liability company (“Starboard Value GP”), Starboard Principal Co LP, a Delaware limited partnership (“Principal Co”), Starboard Principal Co GP LLC, a Delaware limited liability company (“Principal GP”), Xxxxxxx X. Xxxxx, Xxxx X. Xxxxxxxx, Xxxxx X. Xxxx (collectively, “Starboard”), Xxxx X. Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxx X. Xxxxx, Xxxxx X. Xxxxxxxx and Xxxxxxx Xxxxxx wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2018 annual general meeting of shareholders of the Company (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.
NOW, IT IS AGREED, this 17th day of January 2018 by the parties hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.
2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Xxxxxx Frome Wolosky LLP (“Xxxxxx”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.
3. So long as this agreement is in effect, each of Misses. Cranston and Makov and Messrs. Khazam, Lacey, Olson, Titinger and Waters agrees to provide Starboard advance written notice prior to effecting any purchase, sale, acquisition or disposal of any securities of the Company which he or she has, or would have, direct or indirect beneficial ownership so that Starboard has an opportunity to review the potential implications of any such transaction in the securities of the Company and pre-clear any such potential transaction in the securities of the Company by Misses. Cranston and Makov and Messrs. Khazam, Lacey, Olson, Titinger and Waters. Each of Misses. Cranston and Makov and Messrs. Khazam, Lacey, Olson, Titinger and Waters agrees that he or she shall not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without the prior written consent of Starboard.
4. Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.
5. Starboard V&O Fund, Starboard S LLC, Starboard C LP , Starboard Papa LLC and Starboard Value LP shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agree to pay directly all such pre-approved expenses on a pro rata basis between Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Papa LLC and Starboard Value LP through the managed account (the “Starboard Value LP Account”) based on the number of Shares in the aggregate beneficially owned by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Papa LLC and held in the Starboard Value LP Account on the date hereof.
6. Each of the undersigned agrees that any SEC filing, press release or shareholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by Starboard, or its representatives, which approval shall not be unreasonably withheld.
7. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.
8. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
9. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
10. Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Xxxxx Xxxxxxx at Xxxxxx, Fax No. (000) 000-0000.
11. Each party acknowledges that Xxxxxx shall act as counsel for both the Group and Starboard and its affiliates relating to their investment in the Company.
12. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
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STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD By: Starboard Value LP, its investment manager
Starboard Value and Opportunity S LLC By: Starboard Value LP, its manager
Starboard Value and Opportunity C LP By: Starboard Value R LP, its general partner
STARBOARD VALUE R LP By: Starboard Value R GP LLC, its general partner
STARBOARD LEADERS PAPA LLC By: Starboard Value A LP, its managing member
Starboard Leaders Fund LP By: Starboard Value A LP, its general partner |
STARBOARD VALUE A LP By: Starboard Value A GP LLC, its general partner
By: Starboard Value GP LLC, its general partner
STARBOARD VALUE GP LLC By: Starboard Principal Co LP, its member
STARBOARD PRINCIPAL CO LP By: Starboard Principal Co GP LLC, its general partner
STARBOARD PRINCIPAL CO GP LLC
Starboard Value A GP LLC
Starboard Value R GP LLC
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| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
/s/ Xxxxxxx X. Xxxxx |
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| Xxxxxxx X. Xxxxx | |
| Individually and as attorney-in-fact for Xxxx X. Xxxxxxxx and Xxxxx X. Xxxx |
| /s/ Xxxx X. Xxxxxxxx | |
| XXXX X. XXXXXXXX |
| /s/ Xxxxxxxx Xxxxxx | |
| XXXXXXXX XXXXXX |
| /s/ Xxxxxx Xxxxx | |
| XXXXXX XXXXX |
| /s/ Xxxxx Xxxxx | |
| XXXXX XXXXX |
| /s/ Xxx X. Xxxxx | |
| XXX X. XXXXX |
| /s/ Xxxxx X. Xxxxxxxx | |
| XXXXX X. XXXXXXXX |
| /s/ Xxxxxxx Xxxxxx | |
| XXXXXXX XXXXXX |
