Integrated Device Technology, Inc. Commences Exchange Offer to Acquire PLX Technology, Inc.
May 22 2012 - 9:00AM
Business Wire
Integrated Device Technology, Inc. (IDT®; NASDAQ: IDTI), the
Analog and Digital Company™ delivering essential mixed-signal
semiconductor solutions, through a wholly owned subsidiary, is
commencing today an exchange offer to acquire all outstanding
shares of common stock of PLX Technology, Inc. (NASDAQ: PLXT) for
(i) $3.50 in cash and (ii) 0.525 shares of IDT common stock for
each PLX common share outstanding, without interest and less any
applicable withholding taxes. The exchange offer is being made
pursuant to a Prospectus/Offer to Purchase, dated May 22, 2012, and
in connection with an Agreement and Plan of Merger, dated April 30,
2012 (the “Merger Agreement”), which
IDT and PLX previously announced on April 30, 2012.
The exchange offer and any withdrawal rights to which PLX’s
stockholders may be entitled will expire at 12:00 midnight EST on
June 20, 2012, unless the exchange offer is extended in accordance
with the Merger Agreement or applicable law. Participants in the
PLX Employee Stock Ownership Plan (the “ESOP”) must provide
instructions to Union Bank N.A. (acting on behalf of U.S. Bank
National Association) to tender, or not tender, the shares
allocated to their accounts under the ESOP no later than 5 p.m. EST
on June 15, 2012, unless the exchange offer is extended in
accordance with the Merger Agreement or applicable law. Following
the acceptance for payment of shares in the exchange offer and
completion of the transactions contemplated in the Merger
Agreement, PLX will become a wholly-owned subsidiary of IDT.
There is no financing condition to the exchange offer. The
closing of the exchange offer is subject to various conditions set
forth in the Merger Agreement, including, but not limited to (i)
the valid tender into the exchange offer, without proper
withdrawal, of a number of shares of PLX common stock that,
together with shares of PLX common stock then directly or
indirectly owned by IDT, represents at least a majority of the
outstanding shares of PLX common stock, on a fully diluted basis,
and no less than a majority of the voting power of PLX’s capital
stock, on a fully diluted basis, and entitled to vote upon the
adoption of the Merger Agreement and approval of the merger, (ii)
the expiration or termination of the applicable Hart-Scott-Rodino
Act waiting period, (iii) the registration statement for IDT’s
common stock issuable in connection with the exchange offer and the
second step merger being declared effective by the Securities and
Exchange Commission (“SEC”) and not
subject to any stop order issued by the SEC or proceeding initiated
by the SEC seeking a stop order that has not been concluded or
withdrawn, (iv) the approval of the listing of such shares on
NASDAQ and (v) the absence of any Company Material Adverse Effect
(as defined in the Merger Agreement and described in the
Prospectus/Offer to Purchase) with respect to PLX’s business.
Subject to the terms of the Merger Agreement, IDT reserves the
absolute right in its sole discretion to waive any of the specified
conditions of the exchange offer in the case of any shares
tendered; provided, however, that the conditions described in
clauses (i) through (iv) of this paragraph shall not be waivable
and may not be waived by IDT.
The complete terms and conditions of the exchange offer are
included in the Prospectus/Offer to Purchase, letter of transmittal
and other related materials to be filed by IDT with the SEC today.
In addition, PLX will also file today a Solicitation/Recommendation
Statement with the SEC relating to the exchange offer and
describing the Board of Directors of PLX’s unanimous recommendation
that PLX stockholders tender their shares into the exchange
offer.
Additional Information
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 the registration
statement on Form S-4, as well as a Tender Offer Statement on
Schedule TO, form of letter of transmittal and other documents
relating to the exchange offer (collectively, the “Exchange Offer Materials”), each to be filed with
the SEC by IDT today. 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 will 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 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 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.
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.
Forward-Looking
Statements
Certain statements in this press release may contain
forward-looking statements relating to IDT, including IDT’s
expectations for its proposed acquisition of PLX. All statements
included in this press release concerning activities, events or
developments that IDT 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 business of IDT generally,
including those set forth in the filings of IDT with the SEC from
time to time, including its annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and other SEC
filings. These forward-looking statements speak only as of the date
of this communication and IDT does not undertake 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.
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