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IDT and PLX Technology Announce Termination of Proposed Transaction and IDT Withdraws Exchange Offer for PLX Technology Shares
SAN JOSE, Calif. & SUNNYVALE, Calif. --(Business Wire)--
Integrated Device Technology (News - Alert), Inc. (IDT®)
(NASDAQ: IDTI), the Analog and Digital Company™ delivering essential
mixed-signal semiconductor solutions, and PLX Technology (News - Alert), Inc. ("PLX
Technology") (NASDAQ: PLXT), a developer of I/O interconnect silicon and
complimentary software, today announced that they have mutually agreed
to terminate their merger agreement pursuant to which IDT would acquire
PLX Technology. Concurrently, IDT also announced that it is withdrawing
its related exchange offer to acquire all of the issued and outstanding
shares of common stock, $0.001 par value, of PLX Technology and
instructed Computershare, the exchange agent for the exchange offer, to
promptly return all previously tendered shares. As of the close of
business on December 19, 2012, 21,876,215 shares were previously
tendered in the exchange offer.
The decision to terminate the merger agreement and withdraw the exchange
offer was made in response to a determination by the United States
Federal Trade Commission ("FTC") to file an administrative complaint
challenging IDT's proposed acquisition of PLX Technology and the absence
of a clear path for the parties to complete the proposed transaction.
Subsequent to the FTC determination and following the parties review of
the FTC's decision and a discussion of appropriate next steps, IDT
informed PLX Technology that, with the facts and circumstances known to
IDT regarding the FTC decision at this time, consistent with its rights
under the terms of the merger agreement, IDT would not extend the
outside date for the exchange offer past January 31, 2013 and would not
agree to any settlement or remedies with the FTC which included IDT
disposing of any portion of its business, assets or properties.
"We are disappointed by the FTC's decision to seek to enjoin the
transaction," said Ted Tewksbury, president and chief executive officer
of IDT. "Although we continue to believe in the benefits of the
transaction, our management and board of directors have determined that
it was in the best long-term interests of IDT and its stockholders not
to pursue what would likely be a protracted, costly and unpredictable
litigation process. PLX impressed the IDT team throughout the process
with their professionalism and capabilities. During this period of time
PLX effectively executed on plans to significantly reduce operating
expenses consistent with IDT's synergies savings plan which has improved
its financial condition."
"After discussions with IDT and our board of directors, we agree that
litigation to pursue the acquisition by IDT is not in the best interests
of our stockholders," said David Raun, interim president and chief
executive officer ofPLX Technology. "IDT informed us that they would
exercise their right to not extend the outside date of the exchange
offer beyond January 31, 2013. Given that litigation against the FTC to
a final resolution could not happen as a practical matter before January
31, 2012, PLX agreed to terminate the transaction now to avoid fruitless
legal expenses. While we are disappointed with the FTC decision, we are
excited about PLX Technology's prospects as an independent company. In
the last six months we divested unprofitable businesses, reducing our
annual operating expenses by approximately $20M, and strengthened our
focus and technology leadership in our core PCI (News - Alert) Express business. We
have a solid foundation for long term growth, profitability and positive
cash flow."
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.
About PLX
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. Visit PLX on plxtech.com,
Facebook (News - Alert), Twitter and YouTube.
Forward-Looking Statements
Certain statements in this press release may contain forward-looking
statements relating to IDT and/or PLX. Statements concerning activities,
events or developments that IDT and/or PLX 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: the risk that IDT's or PLX's business will have
been adversely impacted during the pendency of the proposed transaction;
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 (News - Alert) 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 neither IDT nor PLX undertakes 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.
PLX and the PLX logo are registered trademarks of PLX Technology, Inc.

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