IDT Announces Extension of Exchange Offer Expiration Date in PLX Technology Transaction
November 09 2012 - 4:01PM
Business Wire
Integrated Device Technology, Inc. (IDT®) (NASDAQ: IDTI), the
Analog and Digital Company™ delivering essential mixed-signal
semiconductor solutions, today announced that it is extending the
expiration date of its exchange offer for all outstanding shares of
common stock of PLX Technology, Inc. (NASDAQ: PLXT). The exchange
offer was previously scheduled to expire at the end of the day on
November 9, 2012, at 12:00 midnight, New York City time. The
exchange offer is being extended as the applicable waiting period
pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of
1976 (“HSR Act”) has not yet expired or been terminated, and the
exchange offer is now set to expire at the end of the day on
December 10, 2012, at 12:00 midnight, New York City time, unless
further extended. Approximately 19.4 million shares, or
approximately 43.1% of PLX’s outstanding common stock, had been
tendered as of 12:00 midnight at the end of the day on November 8,
2012.
Correspondingly, in order for the trustee of the PLX Employee
Stock Ownership Plan (“ESOP”) to be instructed in a timely manner
to tender or not tender all or a portion of the shares allocated to
such participant’s account under the ESOP, each participant in the
ESOP must complete and return the ESOP instruction form previously
provided to participants so that it is received by Computershare,
the tabulation agent for the offer, not later than 5:00 p.m., New
York City time, on December 5, 2012, unless the offer is further
extended.
As previously announced on May 22, 2012, IDT commenced an
exchange offer to acquire all outstanding shares of common stock of
PLX 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, which IDT and PLX previously announced on April 30, 2012. As
previously announced, on May 7, 2012, in connection with the
Agreement and Plan of Merger, which contemplates the exchange offer
for all outstanding shares of PLX common stock, followed by a
second step merger, IDT and PLX made premerger filings under the
HSR Act with the Federal Trade Commission (“FTC”) and the Antitrust
Division of the U.S. Department of Justice. Effective June 5, 2012,
following consultation with the FTC and PLX, IDT voluntarily
withdrew its Notification and Report Form with respect to the
exchange offer and the merger. IDT re-filed its Notification and
Report form on June 6, 2012. On July 6, 2012, IDT and PLX each
received a request for additional information from the FTC (the
“Second Request”). This Second Request extends the waiting period
applicable to the exchange offer under the HSR Act, which was set
to expire on July 6, 2012 at 11:59 p.m., New York City time. The
waiting period is extended until 11:59 p.m., New York City time, on
the thirtieth day (or the next business day) after both IDT and PLX
substantially comply with the Second Request, as specified by the
HSR Act and the implementing rules, unless further extended by
agreement with the parties.
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 with respect to
the acquisition of PLX Technology will only be made through the
prospectus, which is part of the registration statement on Form
S-4, which contains an offer to purchase, form of letter of
transmittal and other documents relating to the exchange offer, as
well as the Tender Offer Statement on Schedule TO, (collectively,
and as amended and supplemented from time to time, the “Exchange
Offer Materials”), each initially filed with the U.S. Securities
and Exchange Commission (the “SEC”) by IDT on May 22, 2012. The
registration statement has not yet become effective. In addition,
PLX Technology filed with the SEC on May 22, 2012 a
solicitation/recommendation statement on Schedule 14D-9 (as amended
and supplemented from time to time, the “Schedule 14D-9”) with
respect to the exchange offer. Investors and security holders are
urged to carefully read these documents and the other documents
relating to the transactions because these documents contain
important information relating to the exchange offer and related
transactions. Investors and security holders may obtain a free copy
of these documents, as filed with the SEC, and other annual,
quarterly and special reports and other information filed with the
SEC by IDT or PLX Technology, at the SEC’s website at www.sec.gov.
In addition, such materials will be available from IDT or PLX
Technology, 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 IDT
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 expectations
for IDT’s proposed acquisition of PLX. All statements included in
this transcript 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 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 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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