Voltaire Ltd., a provider of scale-out data center fabrics, has announced a license and development agreement with IBM in which Voltaire will license selected software to IBM.

Under the terms of the agreement, subject to achieving milestones and acceptance criteria, Voltaire expects to receive license fees and non-recurring engineering fees totaling approximately $17 million through 2012, the majority of which Voltaire expects to receive in 2011. Voltaire is entitled to receive ongoing support fees based on sales volume following the completion of integration and commercial roll-out.

Voltaire also has signed an agreement to be acquired by Mellanox Technologies, Ltd.

Voltaire has announced that its shareholders voted at a special general meeting of the shareholders at Voltaire’s offices in Ra’anana, Israel to approve: (i) the agreement of merger, dated as of Nov. 29, 2010 under which Voltaire would be acquired by Mellanox Technologies Ltd. (“Mellanox”) whereby Mondial Acquisition Corp. Ltd., a wholly-owned subsidiary of Mellanox, will merge with and into Voltaire, so that Voltaire will be the surviving company and will become a wholly-owned subsidiary of Mellanox, and all other transactions contemplated under the agreement of merger, and (ii) the purchase by Voltaire of a run-off directors' and officers' liability insurance policy for a period of seven years following the closing of the merger.

Shareholders as of the close of business on Dec. 7, 2010 were entitled to vote at the meeting. A total of approximately 17.4 million ordinary shares, representing approximately 81 percent of the total outstanding shares were represented at the meeting. More than 99 percent of the shares represented at the meeting voted in favor of the above resolutions and therefore the resolutions were approved.

Subject to the satisfaction or waiver of the closing conditions set forth in the agreement of merger, Voltaire expects the merger to be completed in the first quarter of 2011. Following the closing of the merger, Voltaire’s shareholders will receive $8.75 per share in cash, without interest and less any applicable withholding tax, for each Voltaire ordinary share held by them.