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.
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