PLX Technology, Inc. : Integrated Device Technology, Inc. Commences Exchange Offer to Acquire PLX Technology, Inc.
05/22/2012| 09:15am US/Eastern

Recommend:
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.

IDT Press Contact:
Integrated Device Technology, Inc.
Corporate
Graham Robertson, 408-284-2644
graham.robertson@IDT.com
or
IDT
Investor Relations Contacts:
Integrated Device Technology, Inc.
Investor Relations
Mike Knapp, 408-284-6515
mike.knapp@IDT.com
or
Sard
Verbinnen & Co
Andrew Cole/John Christiansen
212-687-8080/415-618-8750
idt-svc@sardverb.com
© Business Wire 2012
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