IDT to Acquire PLX Technology

SAN JOSE, Calif. & SUNNYVALE, Calif.--(BUSINESS WIRE)--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.

IDT acquires Fox Electronics

SAN JOSE, Calif.--(BUSINESS WIRE)--Integrated Device Technology, Inc. (IDT®) (NASDAQ: IDTI), the Analog and Digital Company™ delivering essential mixed-signal semiconductor solutions, today announced that it has acquired Fox Electronics, a leading global supplier of frequency control products (FCPs), in an all-cash transaction for approximately $30 million, of which $26 million was paid at closing. Fox Electronics’ revenue was approximately $23 million in calendar year 2011, and the company is profitable.

“Fox’s crystal, crystal oscillator and innovative XpressO products combined with IDT’s award-winning CrystalFree™ solutions make us the industry’s most comprehensive one-stop shop for frequency control products,” said Ted Tewksbury, president and CEO at IDT. “In addition, Fox helps accelerate the adoption of CrystalFree by enabling customers to purchase pMEMS and CMOS solid-state oscillators alongside traditional quartz-based components through an established and trusted sales channel.”

“Everyone within Fox Electronics is enthusiastic about this exciting new direction with IDT,” said E.L. Fox, Jr., president at Fox Electronics. “With IDT’s frequency control products, including CrystalFree technology, and their number one position in silicon timing, Fox’s product portfolio and industry leadership in the frequency control market will be a great fit.”

Fox Electronics, a private company based in Florida, is a world leader for frequency control solutions with an expansive portfolio including the XpressO family of revolutionary quick-turn oscillator products, quartz crystals, voltage-controlled crystal oscillators and more. Fox’s FCP-focused sales team will be a valuable asset to grow IDT’s crystal and CrystalFree product offerings.

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. Follow IDT on Facebook, LinkedIn, Twitter, and YouTube.

Qualcomm to Acquire Video Processing Assets from IDT

SAN DIEGO and SAN JOSE, California — September 7, 2011 — Integrated Device Technology, Inc. ( IDT ® ; NASDAQ: IDTI) and Qualcomm Incorporated (NASDAQ: QCOM ) today announced the signing of a definitive agreement to transfer the design team of IDT’s Hollywood Quality Video™ (HQV™) and Frame Rate Conversion (FRC) Video Processing product lines and certain related assets to Qualcomm. In addition, under the terms of the agreement, both companies will explore opportunities to include IDT’s broad portfolio of mixed-signal products into Qualcomm reference designs. The all-cash transaction has received appropriate corporate approvals and is anticipated to close in the coming weeks, subject to the completion of certain closing conditions.

IDT Acquires Power Module VRM Assets of IKOR, a Subsidiary of iWatt Corporation

SAN JOSE, Calif.--(BUSINESS WIRE)--Integrated Device Technology, Inc. (IDT®) (NASDAQ:IDTI), a leading provider of essential mixed signal semiconductor solutions that enrich the digital media experience, today announced it has acquired the assets of IKOR, a former subsidiary of iWatt Corporation that manufactures power module VRM solutions for high-performance computing. The all-cash transaction closed on April 16, 2010 and has already received appropriate board approvals.

“IKOR’s innovative power technology complements IDT’s growing power management initiative, allowing us to achieve higher levels of performance and integration,” said Dr. Ted Tewksbury, president and CEO of IDT. “The strength of IKOR’s patented coupled inductor technology uniquely positions IDT to serve the high-performance power management demands of the enterprise computing segment. We welcome IKOR’s expert team of power engineers to the growing analog team at IDT.”

About IDT

With the goal of continuously improving the digital media experience, IDT integrates its fundamental semiconductor heritage with essential innovation, developing and delivering low-power, mixed signal solutions that help customers overcome their system challenges. 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.

IDT Acquires Mobius Microsystems

SAN JOSE, Calif., Jan 14, 2010 (BUSINESS WIRE) -- IDT(R) (Integrated Device Technology, Inc.)(NASDAQ: IDTI), a leading provider of essential mixed signal semiconductor solutions that enrich the digital media experience, today announced it has acquired Mobius Microsystems, the leader in precision all-silicon oscillator technology . The transaction, which closed today, January 14, 2010, is an all-cash agreement for the outstanding Mobius shares. The agreement has already received appropriate board approvals.

"Mobius Microsystems' innovative technology extends IDT's clock leadership into high accuracy, crystal oscillator replacements, thereby doubling our served available market," said Dr. Ted Tewksbury, president and CEO at IDT. "Mobius' patented all-silicon timing technology provides IDT with power, size, and time-to-market advantages over competitive offerings. IDT plans to quickly bring products to market using our existing worldwide sales and distribution channels. We expect customers to rapidly adopt this technology across multiple applications and segments, beginning with consumer and migrating to the computing and communications markets."

Mobius specialized in innovative analog and mixed signal timing solutions. The company's all-CMOS frequency source is a significant technical breakthrough for the timing market. Mobius' all-silicon oscillator enables designers to create accurate, higher frequency, thinner and mechanically robust products.

IDT Divests Micro Networks Business

SAN JOSE, Calif.--(BUSINESS WIRE)--IDT® (Integrated Device Technology, Inc.)(NASDAQ:IDTI), a leading provider of essential mixed signal semiconductor solutions that enrich the digital media experience, today announced it has signed an agreement to divest its Micro Networks business to Spectrum Control, Inc. for approximately $13 million. The transaction, which has already received approval by the IDT Board of Directors, is expected to close by the end of November.

“Our Micro Networks business has been a stable business for IDT for many years. However, we continue to sharpen our focus on analog-intensive, mixed-signal solutions for the communications, computing and consumer markets. This divestiture is a great outcome for Micro Networks employees and provides funds for use in faster growing businesses that are better aligned with our strategy,” said Dr. Ted Tewksbury, IDT president and CEO.

Signal Hill acted as advisors for IDT on the transaction.

IDT partners with TSMC to go fabless

SAN JOSE, Calif. & HSINCHU, Taiwan--(BUSINESS WIRE)--IDT® (Integrated Device Technology, Inc.) (NASDAQ:IDTI), a leading provider of essential mixed signal semiconductor solutions that enrich the digital media experience and Taiwan Semiconductor Manufacturing Company (TWSE:2330) (NYSE:TSM), today announced they have entered into an agreement to transfer product fabrication processes and related activities currently running in the IDT Hillsboro, Oregon facility to TSMC foundries. The transfer, which has already received approval by both companies and the IDT Board of Directors, is expected to take up to two years to complete and will cover the lifecycle of all products involved.

“Over the past year or so, IDT has been shifting gears towards developing application specific solutions for the communications, computing and consumer markets. Obtaining an agreement with TSMC enables us to take full advantage of their cutting edge manufacturing processes and geometries and is the logical next step in our transformation,” said Mike Hunter, vice president of worldwide manufacturing for IDT. “This agreement, which will combine IDT system expertise and architecture and the TSMC technology platform, expands our overall global manufacturing capability. It also officially starts the countdown for IDT to move from a Fab-lite to a Fab-less model.”

IDT product processes and geometries transferred under this agreement include existing IDT products currently manufactured at the Fab 4 facility in Hillsboro, Oregon at .13 micron process technology and above. These processes and products will be transferred to TSMC over the ensuing two years. The agreement does not include transfer or sale of the process equipment or the IDT facility located in Hillsboro, Oregon. IDT intends to exit the Hillsboro, Oregon wafer fabrication facility at the end of the transfer period and has engaged a third party to market the facility to potential buyers that can continue fabrication operations.

Additional Details from 8K Filing: "On August 3, 2009, in connection with the plan to transition the manufacture of products to TSMC, the Company’s management, with prior approval of the Board of Directors, approved a plan to exit wafer production operations at its Oregon fabrication facility. If unsuccessful in its efforts to sell the Oregon facility to a buyer that can continue fabrication operations, the Company estimates it will incur total charges of approximately $15 million to $25 million to exit the facility. These aggregate exit costs are expected to consist primarily of expenses related to employee severance, retention, and post-employment benefits, and expenses associated with the decommissioning of equipment and the facility. The Company estimates it will incur costs of approximately $10 million in severance, retention, and post-employment benefits, of which approximately $4 million to $6 million is expected to be recorded in the second quarter of fiscal 2010. Costs of approximately $5 million to $15 million associated with closure activities related to decommissioning of equipment and the facility are expected to be recorded in future periods as incurred. Substantially all of the exit costs are expected to result in cash expenditures."

Integrated Device Technology 8K - Sale of Network Search Engine business to NetLogic Microsystems completed

On July 17, 2009, Integrated Device Technology, Inc. (“IDT” or the “Company”) completed the sale of certain assets related to its network search engine business (the “NWD Assets”) to NetLogic Microsystems, Inc. (“NetLogic” and together with IDT, the “Parties”), pursuant to an Asset Purchase Agreement by and between the Company and NetLogic dated April 30, 2009 (the “Agreement”). Upon closing of the transaction, NetLogic paid the Company $100 million in cash consideration, which included inventory valued at approximately $10 million (subject to adjustment) and assumed specified liabilities related to these assets. The Company’s NWD Assets are part of the Communication reportable segment.

Upon closing of the transaction, the Parties entered into an Intellectual Property Cross-License Agreement (the “Cross-License Agreement”) pursuant to which IDT granted to NetLogic and certain of its affiliates a license to use certain of IDT’s retained technology assets in connection with the NWD Assets in certain fields of use. In addition, NetLogic and its affiliates granted back to IDT and its affiliates a license to use certain of the technology assets included in the NWD Assets in certain fields of use. The licenses granted in the Cross-License Agreement are royalty-free and irrevocable.

In connection with the closing of the transaction, IDT entered into a noncompetition agreement with NetLogic related to the NWD Assets for a term of three years, subject to certain exceptions. In addition, the Company will provide certain transitional services and supplies to NetLogic for a limited time following the closing of the sale. Additional details regarding the transaction are provided in the related Current Report on Form 8-K previously filed by the Company on April 30, 2009 and Current Report on Form 8-K previously filed by the Company on May 6, 2009.

IDT 8K - Staff cuts follow Tundra acqusition

On June 29, 2009, the Company announced a plan of termination to reduce its workforce by approximately 4.1%. The Company has taken this action following its acquisition of Tundra Semiconductor Corporation, Inc. and an assessment of ongoing personnel needs in light of the acquisition. In connection with these actions, the Company estimates that it will incur approximately $7.8 million to $8.2 million in connection with cash expenditures for severance and related costs.

IDT Completes Acquisition of Tundra Semiconductor

SAN JOSE, Calif.--(BUSINESS WIRE)--IDT® (Integrated Device Technology, Inc.)(NASDAQ: IDTI), a leading provider of essential mixed signal semiconductor solutions that enrich the digital media experience, today announced the closing of its acquisition of all of the shares of Tundra® Semiconductor Corporation (TSX: TUN) for aggregate cash consideration of approximately CDN $120.8 million.

The Tundra acquisition is expected to strengthen the IDT product portfolio of serial switching and bridging using PCI Express®, Rapid IO® and VME interconnect standards. Additionally, the Tundra technology, combined with the IDT mixed signal product portfolio and channel capabilities, is intended to further reinforce the IDT leadership in interconnect solutions for the communication, computing and embedded segments.

“Tundra is a great company, bringing a wealth of technologies and capabilities to IDT that are complementary to our existing product portfolios for RapidIO and PCI Express. We believe that this strategic combination will provide customers with a broader product offering as well as improved service, support and a future roadmap for serial connectivity,” said Dr. Ted Tewksbury, president and CEO of IDT. “In addition, we currently project that this acquisition will be financially accretive to IDT’s non-GAAP EPS in the second full fiscal quarter of IDT combined operations.”

Leadis 8K - CTO moves to IDT with sale of touch sensor business

"On June 10, 2009, Leadis Technology, Inc. (the “Company”) completed the sale of certain assets related to the Company’s touch sensor business to Integrated Device Technology, Inc. (the “Transaction”). In connection with the Transaction, Dr. Ken Lee, the Company’s Chief Technical Officer and a named executive officer, terminated his employment with the Company to accept an offer of employment with Integrated Device Technology effective June 12, 2009. Following his termination of employment, Dr. Lee remains a member of the Company’s Board of Directors."

IDT Acquires Touch Sensor Technology from Leadis Technology (Updated from 8K)

SAN JOSE, Calif.--(BUSINESS WIRE)--IDT® (Integrated Device Technology, Inc.) (NASDAQ:IDTI), a leading provider of essential mixed signal semiconductor solutions that enrich the digital media experience, today announced it has purchased the touch sensor technology assets from Leadis Technology. In addition, IDT will also acquire the Leadis Technology intellectual property and employee teams necessary to execute on the existing roadmap for continued touch sensor leadership and success. The transaction closed yesterday, June 10, 2009.

From the Leadis 8K filing: "......The total cash consideration for the Touch Assets is $6.25 million. At the closing of the transaction on June 10, 2009, IDT paid Leadis $5.975 million of cash consideration, with an additional $275,000 to be paid 45 days after the Closing (subject to any indemnification claims made by IDT). IDT also offered employment to certain employees that were employed in Leadis’ touch sensor business."

Integrated Device Technology 10K

Customer concentration: "....when sales through all channels are considered, we estimate that end-customer sales to Cisco represented approximately 12%, 15%, and 17% of our revenues in fiscal 2009, 2008 and 2007, respectively."

Fiscal 2009 revenue by reporting segment:

• Communications: $304M down 13%
• Computing and Consumer: $359M down 17%
  

Wafer fabrication split: In fiscal 2009, we manufactured wafers representing approximately 40% of total revenue at the Oregon wafer fabrication facility which produces 200mm (8-inch) wafers ranging from 0.6-micron to 0.12-micron process technologies. For wafers which require more advanced manufacturing processes, we use third-party foundries that are primarily located in the Asia-Pacific region.

Employees: As of March 29, 2009, we had approximately 2,112 employees worldwide, with approximately 1,128 employees located in the United States.

IDT Divests Network Search Engine Assets

SAN JOSE, Calif.--(BUSINESS WIRE)--IDT® (Integrated Device Technology, Inc.) (NASDAQ:IDTI), a leading provider of essential mixed signal semiconductor solutions that enrich the digital media experience, today announced it has signed a definitive agreement to divest its network search engine business to NetLogic Microsystems, Inc (NASDAQ: NETL). The purchase consideration consists of approximately US$100 million less the cost of inventory, estimated at $10 million on hand, on the closing date. At closing, NetLogic Microsystems, at its option, may pay the entire purchase price in cash or pay approximately $70 million less the cost of inventory in cash and issue to IDT a $30 million secured promissory note payable in two equal installments on the first and second anniversaries of the closing date. The IDT Board of Directors has unanimously approved of the divestiture and signing of a definitive agreement. IDT expects this transaction to close prior to the end of the calendar third quarter of 2009.

Integrated Device Technology, Inc. and Tundra Semiconductor Corporation Sign Definitive Acquisition Agreement

IDT® (Integrated Device Technology, Inc.; NASDAQ: IDTI ), a leading provider of essential mixed signal semiconductor solutions that enrich the digital media experience, and Tundra (Tundra Semiconductor Corporation; TSX: TUN ), a leader in system interconnect, today announced the two companies have entered into a definitive acquisition agreement (the "IDT/Tundra Acquisition Agreement") pursuant to which IDT will acquire Tundra for CDN$6.25 per share, for an aggregate purchase price of approximately CDN$120.8 million.

About the Transaction: Under the terms of the IDT/Tundra Acquisition Agreement, which is to be completed as a statutory plan of arrangement under the Canada Business Corporations Act, Tundra shareholders will receive cash in the amount of CDN$6.25 per Tundra share. IDT will finance the transaction with cash on hand. All outstanding "out of the money" options of Tundra will be assumed by IDT in the transaction; all "in the money" options and RSUs of Tundra will be cash settled on the transaction closing date. The transaction must be approved by two-thirds of the votes cast by Tundra shareholders at a special meeting expected to be held in June, 2009, and is subject to, Canadian court approval as well as customary closing conditions. In the event that the transaction does not close, in certain circumstances Tundra has agreed to pay IDT a termination fee of CDN$5.4 million in accordance with the IDT/Tundra Acquisition Agreement. Tundra has received an opinion from its financial advisors that the transaction is fair from a financial perspective to its shareholders. The transaction was unanimously approved by the board of directors of each company (subject to the abstention of Mr. Shlapak who is a member of the board of directors of both Tundra and Gennum Corporation). Subject to certain exceptions, executive officers and directors of Tundra have agreed to vote their outstanding Tundra shares in favor of the transaction. The transaction is expected to be completed late in the second quarter or early in the third quarter of 2009. Upon completion of the transaction, the Tundra shares will be de-listed from the Toronto Stock Exchange.

Tundra announced earlier today that Gennum (Gennum Corporation; TSX: GDN) notified Tundra that it would not exercise its right under the amended arrangement agreement between Tundra and Gennum (the "Gennum Agreement") to match the IDT offer. As a result, Tundra has paid the CDN$5.0 million termination fee to Gennum and has terminated the Gennum Agreement in accordance with its terms. The special meeting of Tundra shareholders to consider the Gennum transaction that was scheduled for May 8, 2009 has been cancelled.

Barclays Capital, Inc. acted as financial advisors and Latham & Watkins LLP and McCarthy Tétrault LLP acted as legal counsel to IDT. Citigroup Global Markets Inc. acted as financial advisor and Osler, Hoskin & Harcourt LLP acted as legal counsel to Tundra.