Broadcom first approached Emulex in December. Since then, Emulex has waged a PR battle, with two main points.
1. The Broadcom offer is too low:

And 2. That Broadcom is being "opportunistic." (Often that's called "savvy")

Emulex lays out a path to increased earnings, but as Broadcom correctly points out, it's a "hockey-stick" (very back-end loaded) 2012 projection.

If Emulex is correct and they deliver non-GAAP (excludes stock compensation) earnings of $1.45 per share in 2012, then the stock could trade to 25 or higher, the levels it commanded last year. But that's in 2012 -->> this year they're expected to earn just 54cents. Emulex' credibility has been hurt by missed earnings projections and worries about design wins. $300mil in cash, about 1/3 of the company's market value, makes this stock even cheaper -->>in ELX's view just another reason to rebuff the buyout offer.
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At the end of the day (I love qualifying statements!), the market has not held a very positive view of ELX's prospects, despite management's persistent whining. I completely agree with Emulex that the Broadcom offer is "opportunistic" -->> its' SUPPOSED to be, and that's how a good management approaches acquisitions.
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