Integrated Device Technology, Inc. (IDT ®); (NASDAQ:IDTI), the
Analog and Digital Company™ delivering essential mixed-signal
semiconductor solutions, and PLX Technology, Inc. (NASDAQ:PLXT)
today announced that they have signed a definitive agreement
pursuant to which IDT will acquire PLX. Under the terms of the
agreement, unanimously approved by the boards of directors of both
companies, IDT will acquire all of the outstanding shares of PLX
common stock pursuant to an exchange offer, followed by a second
step merger. In the acquisition, PLX stockholders will receive (i)
$3.50 in cash and (ii) 0.525 shares of IDT common stock for each
PLX common share outstanding. Based on IDT’s closing stock price on
April 27, 2012, the transaction is valued at approximately $7.00
per PLX share and results in a total transaction value of
approximately $330 million.
“The proposed acquisition of PLX Technology represents an
exciting expansion of IDT’s core serial switching and interface
business,” said Ted Tewksbury, president and CEO at IDT. “Our two
companies have complementary product sets, technologies and
customer bases, and we share a focus on delivering the
highest-performance system-level interconnect solutions for data
centers and other applications. IDT and its shareholders will
benefit from the top-line contribution of our enhanced product
portfolio as well as the increased profitability provided through
the added scale and expanded operating margin. This transaction is
aligned with our long-term strategy of expanding our core
businesses through organic growth and acquisitions.”
“This proposed transaction will enable our stockholders to
realize significant value today and benefit from the many growth
and cost reduction opportunities of the combined company,” said
Ralph Schmitt, president and CEO at PLX. “We expect that a
transaction with IDT will enhance PLX’s commitment to its customers
to deliver innovative technologies that meet their needs and
demands.”
As a result of the combination, IDT anticipates it will achieve
total run-rate cost synergies, excluding transaction related
charges, in excess of $35 million by fiscal year 2014. IDT
currently projects the transaction to be accretive to non-GAAP
earnings by the third fiscal quarter of 2013 with more significant
accretion by fiscal year 2014, in each case based on an assumed
closing during the first fiscal quarter of 2013. Increased scale
and expected cost savings are expected to lower combined non-GAAP
operating expenses, generate significant operating margin
expansion, and accelerate IDT’s timing to achieving its stated
target operating model.
The companies expect that the proposed transaction will close as
early as IDT’s first fiscal quarter 2013, which is the second
quarter of calendar 2012. The exchange offer is subject to
customary closing conditions, including the tender into the
exchange offer by PLX stockholders of shares representing at least
a majority of the outstanding shares of PLX common stock on a fully
diluted basis, and the expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act. IDT expects to finance the cash portion of the acquisition
through existing cash balances and committed financing. The
proposed transaction is not subject to any financing condition.
Under the terms of the merger agreement, PLX may solicit
superior proposals from third parties for a “go shop” period of 30
calendar days continuing through May 30, 2012. It is not
anticipated that any developments will be disclosed with regard to
this process unless PLX’s board of directors makes a decision with
respect to a potential superior proposal. Deutsche Bank, which is
acting as PLX’s financial advisor, will advise PLX during the go
shop period. There are no guarantees that this process will result
in a superior proposal. The merger agreement provides IDT with a
customary right to match a superior proposal. The agreement
also provides for certain break-up fees payable to IDT in
connection with the termination of the agreement in certain
circumstances.
J.P. Morgan is acting as financial advisor and Latham &
Watkins LLP is acting as legal advisor to IDT. Deutsche Bank is
acting as financial advisor and Baker & McKenzie LLP is acting
as legal adviser to PLX.
Additional Information
The exchange offer described herein has not yet commenced. This
press release is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Any offer will only be
made through a prospectus, which is part of a registration
statement on Form S-4, as well as a Tender Offer Statement on
Schedule TO, an offer to purchase, form of letter of transmittal
and other documents relating to the exchange offer (collectively,
the “Exchange Offer Materials”), each
to be filed with the U.S. Securities and Exchange Commission (the
“SEC”) by IDT. In addition, PLX will
file with the SEC a solicitation/recommendation statement on
Schedule 14D-9 with respect to the exchange offer. IDT and PLX
expect to mail the Exchange Offer Materials, as well as the
Schedule 14D-9, to PLX stockholders. Investors and security holders
are urged to carefully read these documents and the other documents
relating to the transactions contemplated by the merger agreement
when they become available because these documents will contain
important information relating to the exchange offer and related
transactions. Investors and security holders may obtain a free copy
of these documents after they have been filed with the SEC, and
other annual, quarterly and special reports and other information
filed with the SEC by IDT or PLX, at the SEC’s website at
www.sec.gov. In addition, such materials will be available from IDT
or PLX, or by calling Innisfree M&A Incorporated, the
information agent for the exchange offer, toll-free at (877)
456-3463. Banks and brokers may call collect at (212) 750-5833.
Neither IDT nor PLX is asking for stockholders to vote or
soliciting proxies in connection with the exchange offer
transaction at this time. Upon consummation of the offer, IDT and
PLX may seek votes or proxies in connection with the proposed
back-end merger from holders of PLX shares not tendered in the
offer. IDT, PLX and their respective officers and directors
therefore may be deemed to be participants in the solicitation of
proxies from PLX’s stockholders in connection with the proposed
merger. A description of certain interests of the directors and
executive officers of PLX is set forth in PLX’s Form 10-K/A,
Amendment No. 1, in Part III thereof, which was filed with the SEC
on April 27, 2012. A description of certain interests of the
directors and executive officers of IDT is set forth in IDT’s proxy
statement for its 2011 annual meeting, which was filed with the SEC
on August 1, 2011. To the extent holdings of either company’s
securities by their respective directors and certain officers have
subsequently changed, such changes have been reflected on Forms 4
filed with the SEC.
About Integrated Device Technology,
Inc.
Integrated Device Technology, Inc., the Analog and Digital
Company™, develops system-level solutions that optimize its
customers’ applications. IDT uses its market leadership in timing,
serial switching and interfaces, and adds analog and system
expertise to provide complete application-optimized, mixed-signal
solutions for the communications, computing and consumer segments.
Headquartered in San Jose, Calif., IDT has design, manufacturing
and sales facilities throughout the world. IDT stock is traded on
the NASDAQ Global Select Stock Market® under the symbol “IDTI.”
Additional information about IDT is accessible at www.IDT.com.
About PLX Technology,
Inc.
PLX Technology, Inc. (NASDAQ:PLXT), based in Sunnyvale, Calif.,
USA, is an industry-leading global provider of semiconductor-based
connectivity solutions primarily targeting the enterprise and
consumer markets. The company develops innovative software-enriched
silicon that enables product differentiation, reliable
interoperability and superior performance.
Forward-Looking
Statements
Certain statements in this press release may contain
forward-looking statements relating to IDT and/or PLX, including
their expectations for IDT’s proposed acquisition of PLX. All
statements included in this transcript concerning activities,
events or developments that IDT and/or PLX expects, believes or
anticipates will or may occur in the future are forward-looking
statements. Forward-looking statements are based on current
expectations and projections about future events and involve known
and unknown risks, uncertainties and other factors that may cause
actual results and performance to be materially different from any
future results or performance expressed or implied by
forward-looking statements, including the following: uncertainties
as to the timing of the exchange offer and the subsequent merger;
uncertainties as to how many of PLX’s stockholders will tender
their shares of common stock in the exchange offer; the risk that
competing offers or acquisition proposals will be made; the risk
that the exchange offer and the subsequent merger will not close
because of a failure to satisfy one or more of the offer closing
conditions (including regulatory approvals); the risk that the
announcement and pendency of the transactions may make it more
difficult to establish or maintain relationships with employees,
suppliers and other business partners; the risk that stockholder
litigation in connection with the exchange offer or the merger may
result in significant costs of defense, indemnification and
liability; the risk that IDT’s or PLX’s business will have been
adversely impacted during the pendency of the exchange offer and
the merger; the risk that the operations of the companies will not
be integrated successfully; the risk that the expected cost savings
and other synergies from the transaction may not be fully realized,
realized at all or take longer to realize than anticipated; and
other economic, business and competitive factors affecting the
businesses of IDT and PLX generally, including those set forth in
the filings of IDT and PLX with the SEC from time to time,
including their respective annual reports on Form 10-K and
quarterly reports on Form 10-Q, their current reports on Form 8-K
and other SEC filings. These forward-looking statements speak only
as of the date of this communication and neither IDT nor PLX
undertakes any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events
and developments or otherwise, except as required by law.
IDT and the IDT logo are trademarks or
registered trademarks of Integrated Device Technology, Inc. All
other brands, product names and marks are or may be trademarks or
registered trademarks used to identify products or services of
their respective owners.
PLX and the PLX logo are registered trademarks
of PLX Technology, Inc.
Photos/Multimedia Gallery Available:
http://www.businesswire.com/cgi-bin/mmg.cgi?eid=50258799&lang=en
Integrated Device Technology, Inc. (NASDAQ:IDTI)
Historical Stock Chart
From Sep 2024 to Oct 2024
Integrated Device Technology, Inc. (NASDAQ:IDTI)
Historical Stock Chart
From Oct 2023 to Oct 2024