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.

PLX Technology to Acquire Teranetics, the Leading Supplier of 10 Gigabit Ethernet Silicon

SUNNYVALE, Calif.--(BUSINESS WIRE)--PLX Technology, Inc. [NASDAQ: PLXT], the leader in connectivity solutions for the data center and the home, today announced it has signed a definitive merger agreement to acquire all of the outstanding shares of capital stock of Teranetics, Inc., a privately held fabless provider of high-performance mixed-signal semiconductors. Teranetics, the broadly recognized leader in 10 Gigabit Ethernet over copper physical layer (10GBase-T PHY) technology, delivered the industry’s first fully integrated single-chip implementation of single-port and dual-port 10GBase-T PHY silicon. This silicon is the only known solution in production today.

Teranetics’ corporate headquarters are located in San Jose, California. Founded in 2003, Teranetics provides state-of-the-art silicon solutions that enable 10 Gigabit rates over widely installed low-cost CAT6 and CAT6a cabling. Teranetics’ products allow data centers and enterprise networks to increase scalability and improve throughput while dramatically lowering the cost of ownership for 10 Gigabit links.

Significant growth is expected over the coming years as 1 Gigabit Ethernet networks are upgraded to 10 Gigabit. Market leaders of enterprise switches, NICs, and adapters are shipping products today with Teranetics’ 10GBase-T products. As servers start to ship with 10GBase-T on motherboards next year, demand will accelerate. The Linley Group estimates that over four million ports will ship in 2012 and over 22 million ports in 2014. The total potential for this market is much greater and will take years to develop, similar to the transition from Fast Ethernet to 1 Gigabit Ethernet. Today, 1 Gigabit Ethernet is dominant in the data center, with over 200 million switch ports shipping annually.

PCI Express and 10G Ethernet have their advantages and will continue to coexist as complementary technologies in the data center. PLX will leverage its unique leadership position, technology and IP with these two dominant IOs to bring out new architectures for the data centers of tomorrow and to tap further into the $2 billion Ethernet semiconductor market. These future solutions can take advantage of both technologies while leveraging the company’s superior switching fabrics, high-speed analog, and SoC capabilities to increase performance, lower power consumption and reduce overall system costs.

“This acquisition installs a third leadership position into our product portfolio,” said Ralph Schmitt, president and CEO of PLX. “As the market leader, Teranetics has successfully solved difficult system issues with 10 Gigabit Ethernet plaguing the data center. This has allowed them to ramp their products at critical customers. PLX is fully committed to this market and will continue to invest in future PHYs and other IP to bring high-performance system-level products to market. We welcome our new team to the PLX family, where we will share our mutual core values of leadership, excellence, integrity and winning.”

Under the terms of the merger agreement, PLX Technology will acquire Teranetics in exchange for 7.4 million shares of PLX valued at approximately $27.6 million based on today’s closing price, cash of approximately $1.3 million and two promissory notes aggregating approximately $6.9 million. PLX will also assume approximately $18 million of Teranetics corporate obligations, including indebtedness, transaction expenses incurred by Teranetics and cash bonuses payable to Teranetics employees. The first note will be for $5.4 million due one year from closing and the second will be for approximately $1.5 million due three years from closing. The acquisition has been approved by both companies’ boards of directors. The acquisition, which is subject to satisfaction of certain closing conditions, is anticipated to be completed in early October 2010. Prior to signing the merger agreement, PLX also made a $1 million bridge loan to Teranetics.

“By joining forces with PLX, an established leader in server and data center connectivity, Teranetics gets the framework essential to scaling our business and strengthening our ability to win,” said Nersi Nazari, president and CEO of Teranetics. “With our combined portfolios of enterprise PCI Express switches and 10G Ethernet PHYs, and our common customer base, we envision the newly merged company dominating the backbone of the data center market.”

PLX Technology stock prospectus details Oxford debt exchange

"This prospectus relates to up to 3,400,000 shares of our common stock, all of which may be offered and sold from time to time by certain stockholders of PLX Technology, Inc. See “Selling Stockholders.” These shares were issued to the selling stockholders in satisfaction of a promissory note in the principal amount of $14,200,000 issued in connection with our acquisition in January 2009 of all of the outstanding capital stock of Oxford Semiconductor, Inc. (the “Acquisition”). Our common stock issued to the selling stockholders in the Acquisition was issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(2) thereof.

The selling stockholders will receive all of the net proceeds from the sale of the shares under this prospectus and will pay all brokerage fees and selling commissions, if any, applicable to the sale of the shares. We will not receive any proceeds from the sale of shares by the selling stockholders.

Our common stock is listed on The NASDAQ Stock Market LLC under the symbol “PLXT.” On May 22, 2009, the closing sales price of our common stock as reported by The NASDAQ Stock Market LLC was $2.95 per share." Link to complete filing.

PLX Technology 10K

Wafer foundy, assembly and test: "Currently, our products are primarily being fabricated, assembled or tested by AMD, Advanced Semiconductor Engineering, Fujitsu, FST, NEC, Seiko-Epson Semiconductor, STATS ChipPAC Ltd., Taiwan Semiconductor Manufacturing Corporation and UMC."

Employees: "As of December 31, 2008, we employed a total of 158 full-time employees, including 71 engaged in research and development, 57 engaged in sales and marketing, 3 engaged in manufacturing operations and 27 engaged in general administration activities."

Oxford acquisition: "On December 15, 2008, we signed a definitive agreement to acquire all of the outstanding shares of capital stock of Oxford, a privately held fabless provider of industry-leading silicon and software for the SOHO storage markets. The acquisition closed on January 2, 2009.........As a part of the Merger Agreement, the Company acquired all of the outstanding shares of capital stock of Oxford in exchange for 5,600,000 shares of common stock of PLX and a promissory note in the principal amount of $14,200,000 (the “Note”) that will be satisfied by either (i) the issuance of an additional 3,400,000 shares of common stock of PLX upon approval of PLX’s stockholders, or (ii) the repayment of the principal amount of the Note if such stockholder approval is not obtained by June 30, 2009.........The Company had a layoff in the first quarter of 2009 in connection with the acquisition of Oxford. The estimated severance cost is approximately $2.0 million."