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| [November 09, 2012] |
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IDT Announces Extension of Exchange Offer Expiration Date in PLX Technology Transaction
SAN JOSE, Calif. --(Business Wire)--
Integrated Device Technology (News - Alert), 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 (News - Alert)") 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 nd 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 (News - Alert) 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 (News - Alert), 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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