0001193125-12-242596.txt : 20120522 0001193125-12-242596.hdr.sgml : 20120522 20120522071842 ACCESSION NUMBER: 0001193125-12-242596 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120522 DATE AS OF CHANGE: 20120522 GROUP MEMBERS: PINEWOOD ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLX TECHNOLOGY INC CENTRAL INDEX KEY: 0000850579 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943008334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: SC TO-T SEC ACT: 1934 Act SEC FILE NUMBER: 005-56235 FILM NUMBER: 12860437 BUSINESS ADDRESS: STREET 1: 870 MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 4087749060 MAIL ADDRESS: STREET 1: 870 MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED DEVICE TECHNOLOGY INC CENTRAL INDEX KEY: 0000703361 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942669985 STATE OF INCORPORATION: DE FISCAL YEAR END: 0401 FILING VALUES: FORM TYPE: SC TO-T BUSINESS ADDRESS: STREET 1: 6024 SILVER CREEK VALLEY ROAD CITY: SAN JOSE STATE: CA ZIP: 95138 BUSINESS PHONE: 4082848200 MAIL ADDRESS: STREET 1: 6024 SILVER CREEK VALLEY ROAD CITY: SAN JOSE STATE: CA ZIP: 95138 SC TO-T 1 d356143dsctot.htm SCHEDULE TO Schedule TO

As filed with the Securities and Exchange Commission on May 22, 2012

Registration No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

PLX Technology, Inc.

(Name of Subject (Issuer))

 

 

Pinewood Acquisition Corp.

Integrated Device Technology, Inc.

(Names of Filing Persons (Offerors))

 

 

 

Common Stock, par value $0.001 per share   693417107
(Titles of classes of securities)   (CUSIP number of class of securities)

Integrated Device Technology, Inc.

J. Vincent Tortolano, Esq.

General Counsel & Secretary

6024 Silver Creek Valley Road

San Jose, CA 95138

(408) 284-8200

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)

 

 

Copies to:

Mark Roeder, Esq.

Jamie Leigh, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

(650) 328-4600

 

 

CALCULATION OF FILING FEE

 

 

Transaction Valuation*   Amount of Filing Fee**

$323,763,420.12

  $37,103.29

 

 

 

 

 

* Estimated solely for purposes of calculating the filing fee in accordance with Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based on the product of the average of the high and low per share prices of PLX Technology, Inc. common stock as reported on the NASDAQ Global Market on May 16, 2012 of $6.44 multiplied by the maximum possible number of shares of PLX Technology, Inc. common stock to be exchanged pursuant to the offer and the subsequent merger.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Fee Rate Advisory #3 for fiscal year 2012, issued September 29, 2011, by multiplying the transaction value by 0.0001146.

 

¨  

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: None

   Filing Party: Not applicable

Form or Registration No.: Not applicable

   Date Filed: Not applicable

 

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

  x third-party tender offer subject to Rule 14d-1.
  ¨ issuer tender offer subject to Rule 13e-4.
  ¨ going-private transaction subject to Rule 13e-3.
  ¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

 

 

 


This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by Pinewood Acquisition Corp., a Delaware corporation (“Pinewood”) and a wholly-owned subsidiary of Integrated Device Technology, Inc., a Delaware corporation (“IDT”), to purchase all of the issued and outstanding shares of common stock of PLX Technology, Inc., a Delaware corporation (“PLX”), par value $0.001 per share (the “Shares”), in exchange for (i) 0.525 of a share of common stock of IDT and (ii) $3.50 in cash, without interest and less any applicable withholding taxes, on the terms and conditions contained in the Prospectus/Offer to Purchase, dated May 22, 2012 (the “Prospectus/Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

The Offer is made pursuant to the Agreement and Plan of Merger, dated as of April 30, 2012 (as amended, the “Merger Agreement”), among IDT, Pinewood, Pinewood Merger Sub, LLC (“Pinewood LLC”), a Delaware limited liability company and a wholly-owned subsidiary of IDT, and PLX, which contemplates the merger of Pinewood Acquisition with and into PLX (the “Merger”) following the consummation of the Offer. Immediately after the Merger, if certain conditions are met, PLX will merge with Pinewood LLC, with Pinewood LLC continuing as the final surviving entity. IDT has filed a registration statement with the Securities and Exchange Commission (the “SEC”) on Form S-4 relating to the IDT Shares to be issued to the stockholders of PLX (other than IDT) in the Offer and the Merger (the “Registration Statement”).

The terms and conditions of the Offer and the Merger are set forth in the Prospectus/Offer to Purchase and in the related Letter of Transmittal, copies of which are Exhibits (a)(4) and (a)(1)(A) hereto, respectively.

All of the information set forth in the Prospectus/Offer to Purchase and the related Letter of Transmittal, and any prospectus supplement or other supplement thereto filed with the SEC by IDT, is hereby incorporated by reference in all items in this Schedule TO, except as otherwise set forth below.

 

Item 1. Summary Term Sheet.

The information set forth in the sections of the Prospectus/Offer to Purchase entitled “Questions and Answers Regarding the Transaction” and “Summary” is incorporated herein by reference.

 

Item 2. Subject Company Information.

(a) Name and Address. The subject company is PLX Technology, Inc., and its principal executive office is located at 870 W. Maude Avenue, Sunnyvale, California 94085. Its telephone number at such office is (408) 774-9060.

(b) Securities. Based upon information provided by PLX, there were 44,779,522 shares of common stock, par value $0.001 per share, of PLX issued and outstanding as of May 16, 2012.

(c) Trading Market and Price. The information set forth in the section of the Prospectus/Offer to Purchase entitled “Comparative Per Share Market Price and Dividend Information” is incorporated herein by reference.

 

Item 3. Identity and Background of Filing Person.

(a), (b), (c) This Schedule TO is filed by Pinewood Acquisition Corp. and Integrated Device Technology Inc. The information set forth in the sections of the Prospectus/Offer to Purchase entitled “Information With Respect to IDT, Pinewood and Pinewood LLC,” “Additional Information—Where You Can Find Additional Information” and “Annex D—Information Concerning Directors and Executive Officers of IDT, Pinewood and Pinewood LLC” is incorporated herein by reference.

 

Item 4. Terms of the Transaction.

(a) Material Terms. The information set forth in the sections of the Prospectus/Offer to Purchase entitled “Questions and Answers Regarding the Transaction,” “Summary,” “The Offer,” “Certain Effects of the Offer,” “The Merger Agreement” and “Comparison of Rights of Holders of IDT Common Stock and PLX Common Stock” and in the related Letter of Transmittal is incorporated herein by reference.


(b) Mergers or Similar Transactions. The information set forth in the sections of the Prospectus/Offer to Purchase entitled “Questions and Answers Regarding the Transaction,” “Summary,” “Background and Reasons for the Offer and the Merger,” “The Offer,” “Certain Effects of the Offer,” “The Merger Agreement” and “Comparison of Rights of Holders of IDT Common Stock and PLX Common Stock” is incorporated herein by reference.

 

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a), (b) Transactions, Significant Corporate Events. The information set forth in the sections of the Prospectus/Offer to Purchase entitled “Summary,” “Background and Reasons for the Offer and the Merger” “The Offer,” “Interests of Certain Persons in the Offer and the Merger,” “The Merger Agreement,” “Other Agreements Related to the Transaction” is incorporated herein by reference.

 

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) Purposes. The information set forth in the sections of the Prospectus/Offer to Purchase entitled “Questions and Answers Regarding the Transaction” and “Background and Reasons for the Offer and the Merger” is incorporated herein by reference.

(c)(1)-(7) Plans. The information set forth in the sections of the Prospectus/Offer to Purchase entitled “Questions and Answers Regarding the Transaction,” “Comparative Per Share Market Price and Dividend Information,” “Background and Reasons for the Offer and the Merger,” “The Offer,” “Certain Effects of the Offer,” “The Merger Agreement,” “Other Agreements Related to the Transaction” and “Comparison of Rights of Holders of IDT Common Stock and PLX Common Stock” is incorporated herein by reference.

 

Item 7. Source and Amount of Funds or Other Consideration.

(a), (b), (d) Source of Funds, Conditions, Borrowed Funds. The information set forth in the sections of the Prospectus/Offer to Purchase entitled “Questions and Answers Regarding the Transaction,” “Summary” and “Source and Amount of Funds” is incorporated herein by reference.

 

Item 8. Interest in Securities of the Subject Company.

(a), (b) Securities Ownership, Securities Transactions. The information set forth in the section of the Prospectus/Offer to Purchase entitled “Interests of Certain Persons in the Offer and the Merger—Interests of IDT in the Offer” is incorporated by reference.

 

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations. The information set forth in the sections of the Prospectus/Offer to Purchase entitled “Certain Effects of the Offer—Fees and Expenses” is incorporated herein by reference.

 

Item 10. Financial Statements.

(a) Financial Statements. The financial information set forth in IDT’s Annual Report on Form 10-K for the year ended April 1, 2012, filed with the SEC on May 21, 2012; in IDT’s Quarterly Report on Form 10-Q for the quarter ended January 1, 2012, filed with the SEC on February 10, 2012; and the information set forth in the sections of the Prospectus/Offer to Purchase entitled “Additional Information” and “Selected Historical Financial Data” is incorporated herein by reference.

(b) Pro Forma Information. The information set forth in the section of the Prospectus/Offer to Purchase entitled “Unaudited Pro Forma Condensed Combined Financial Data” is incorporated herein by reference.


Item 11. Additional Information.

(a) Agreement, Regulatory Requirements and Legal Proceedings. The information set forth in the sections of the Prospectus/Offer to Purchase entitled “Questions and Answers Regarding the Transaction,” “Summary,” “Background and Reasons for the Offer and the Merger,” “The Offer,” “Certain Legal Matters,” “Certain Effects of the Offer,” “Interests of Certain Persons in the Offer and the Merger,” “The Merger Agreement” and “Other Agreements Related to the Transaction” is incorporated herein by reference.

(c) Other Material Information. The information set forth in the Prospectus/Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference.

 

Item 12. Exhibits.

 

(a)(1)(A)

   Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-4, filed by IDT with the SEC on May 22, 2012 (the “Form S-4”)).

(a)(1)(B)

   Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to the S-4).

(a)(1)(C)

   Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to the Form S-4).

(a)(1)(D)

   Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to the Form S-4).

(a)(1)(E)

   Form of Letter to Participants in the PLX Technology, Inc. Employee Stock Ownership Plan (“ESOP”) and ESOP Instruction Letter (incorporated by reference to Exhibit 99.5 to the Form S-4).

(a)(4)

   Prospectus/Offer to Purchase relating to shares of IDT common stock to be issued in the Offer and the Merger (incorporated by reference to the Form S-4).

(a)(5)(A)

   Joint Press Release issued by IDT and PLX, dated April 30, 2012, announcing the execution of the Agreement and Plan of Merger among IDT, Pinewood, Pinewood LLC and PLX (incorporated by reference to Exhibit 99.1 to IDT’s Current Report on Form 8-K filed on April 30, 2012).

(a)(5)(B)

   Letter from IDT to Customers, dated April 30, 2012 (incorporated by reference to IDT’s filing with the SEC on April 30, 2012 pursuant to Rule 425).

(a)(5)(C)

   Questions and Answers Script Regarding Merger Transaction, dated April 30, 2012 (incorporated by reference to IDT’s filing with the SEC on April 30, 2012 pursuant to Rule 425).

(a)(5)(D)

   Letter to IDT Worldwide Sales Team, dated April 30, 2012 (incorporated by reference to IDT’s filing with the SEC on April 30, 2012 pursuant to Rule 425).

(a)(5)(E)

   Transcript of IDT Earnings Conference Call held on April 30, 2012 (incorporated by reference to IDT’s filing with the SEC on May 1, 2012 pursuant to Rule 425).

(a)(5)(F)

   Investor Slide Presentation, dated May 3, 2012 (incorporated by reference to IDT’s filing with the SEC on May 3, 2012 pursuant to Rule 425).

(a)(5)(G)

   Transcript of Excerpt of JP Morgan Technology, Media & Telecom Conference held on May 17, 2012 (incorporated by reference to IDT’s filing with the SEC on May 18, 2012 pursuant to Rule 425).

(a)(5)(H)

   Press Release, dated May 22, 2012, announcing the commencement of the Offer.

(a)(5)(I)

   Summary Advertisement as published in the New York Times on May 22, 2012 (incorporated by reference to Exhibit 99.8 to the S-4).

(b)(1)

   Commitment Letter, dated as of April, 30, 2012, among IDT and J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 99.9 to the S-4).


(b)(2)

   Master Purchase Agreement, dated June 13, 2011, by and between IDT and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to IDT’s Current Report on Form 8-K (File No. 000-12695), filed with the SEC on June 17, 2011), as amended by Amendment No. 1 to such agreement (incorporated by reference to Exhibit 10.36 to IDT’s Annual Report on Form 10-K for fiscal year ended April 1, 2012 (File No. 000-12695), filed with the SEC on May 21, 2012).

(b)(3)

   IDTI Agreement, dated June 13, 2011, by IDT in favor of Bank of America, N.A. and certain additional parties specified therein (incorporated by reference to Exhibit 10.2 to IDT’s Current Report on Form 8-K (File No. 000-12695), filed with the SEC on June 17, 2011).

(d)(1)

   Agreement and Plan of Merger, dated as of April 30, 2012, among IDT, Pinewood, Pinewood LLC and PLX (incorporated by reference to Exhibit 2.1 to IDT’s Current Report on Form 8-K filed on April 30, 2012).

(d)(2)

   Tender and Support Agreement, dated as of April 30, 2012, among IDT, Pinewood and the stockholders of PLX party thereto (incorporated by reference to Exhibit 99.2 to IDT’s Current Report on Form 8-K filed on April 30, 2012).

(d)(3)

   Mutual Non-Disclosure Agreement, dated as of March 31, 2012, between IDT and PLX (incorporated by reference to Exhibit 99.10 to the S-4).

(d)(4)

   Letter Agreement of Exclusivity, dated as of March 31, 2012, between IDT and PLX (incorporated by reference to Exhibit 99.11 to the S-4).

(h)(1)

   Form of Opinion of Baker & McKenzie LLP with respect to tax matters (incorporated by reference to Exhibit 99.7 to the S-4).

 

Item 13. Information Required By Schedule 13e-3.

Not applicable.


SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Pinewood Acquisition Corp.

By:

  /s/    J. Vincent Tortolano
      Name: J. Vincent Tortolano
      Title: Vice President and Secretary

Integrated Device Technology, Inc.

By:

  /s/    Richard D. Crowley
      Name: Richard D. Crowley
      Title: Senior Vice President, Chief Financial Officer

Date: May 22, 2012


INDEX TO EXHIBITS

 

(a)(1)(A)

   Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-4, filed by IDT with the SEC on May 22, 2012 (the “Form S-4”)).

(a)(1)(B)

   Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to the S-4).

(a)(1)(C)

   Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to the Form S-4).

(a)(1)(D)

   Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to the Form S-4).

(a)(1)(E)

   Form of Letter to Participants in the PLX Technology, Inc. Employee Stock Ownership Plan (“ESOP”) and ESOP Instruction Letter (incorporated by reference to Exhibit 99.5 to the Form S-4).

(a)(4)

   Prospectus/Offer to Purchase relating to shares of IDT common stock to be issued in the Offer and the Merger (incorporated by reference to the Form S-4).

(a)(5)(A)

   Joint Press Release issued by IDT and PLX, dated April 30, 2012, announcing the execution of the Agreement and Plan of Merger among IDT, Pinewood, Pinewood LLC and PLX (incorporated by reference to Exhibit 99.1 to IDT’s Current Report on Form 8-K filed on April 30, 2012).

(a)(5)(B)

   Letter from IDT to Customers, dated April 30, 2012 (incorporated by reference to IDT’s filing with the SEC on April 30, 2012 pursuant to Rule 425).

(a)(5)(C)

   Questions and Answers Script Regarding Merger Transaction, dated April 30, 2012 (incorporated by reference to IDT’s filing with the SEC on April 30, 2012 pursuant to Rule 425).

(a)(5)(D)

   Letter to IDT Worldwide Sales Team, dated April 30, 2012 (incorporated by reference to IDT’s filing with the SEC on April 30, 2012 pursuant to Rule 425).

(a)(5)(E)

   Transcript of IDT Earnings Conference Call held on April 30, 2012 (incorporated by reference to IDT’s filing with the SEC on May 1, 2012 pursuant to Rule 425).

(a)(5)(F)

   Investor Slide Presentation, dated May 3, 2012 (incorporated by reference to IDT’s filing with the SEC on May 3, 2012 pursuant to Rule 425).

(a)(5)(G)

   Transcript of Excerpt of JP Morgan Technology, Media & Telecom Conference held on May 17, 2012 (incorporated by reference to IDT’s filing with the SEC on May 18, 2012 pursuant to Rule 425).

(a)(5)(H)

   Press Release, dated May 22, 2012, announcing the commencement of the Offer.

(a)(5)(I)

   Summary Advertisement as published in the New York Times on May 22, 2012 (incorporated by reference to Exhibit 99.8 to the S-4).

(b)(1)

   Commitment Letter, dated as of April, 30, 2012, among IDT and J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 99.9 to the S-4).

(b)(2)

   Master Purchase Agreement, dated June 13, 2011, by and between IDT and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to IDT’s Current Report on Form 8-K (File No. 000-12695), filed with the SEC on June 17, 2011), as amended by Amendment No. 1 to such agreement (incorporated by reference to Exhibit 10.36 to IDT’s Annual Report on Form 10-K for fiscal year ended April 1, 2012 (File No. 000-12695), filed with the SEC on May 21, 2012).

(b)(3)

   IDTI Agreement, dated June 13, 2011, by IDT in favor of Bank of America, N.A. and certain additional parties specified therein (incorporated by reference to Exhibit 10.2 to IDT’s Current Report on Form 8-K (File No. 000-12695), filed with the SEC on June 17, 2011).

(d)(1)

   Agreement and Plan of Merger, dated as of April 30, 2012, among IDT, Pinewood, Pinewood LLC and PLX (incorporated by reference to Exhibit 2.1 to IDT’s Current Report on Form 8-K filed on April 30, 2012).


(d)(2)

   Tender and Support Agreement, dated as of April 30, 2012, among IDT, Pinewood and the stockholders of PLX party thereto (incorporated by reference to Exhibit 99.2 to IDT’s Current Report on Form 8-K filed on April 30, 2012).

(d)(3)

   Mutual Non-Disclosure Agreement, dated as of March 31, 2012, between IDT and PLX (incorporated by reference to Exhibit 99.10 to the S-4).

(d)(4)

   Letter Agreement of Exclusivity, dated as of March 31, 2012, between IDT and PLX (incorporated by reference to Exhibit 99.11 to the S-4).

(h)(1)

   Form of Opinion of Baker & McKenzie LLP with respect to tax matters (incorporated by reference to Exhibit 99.7 to the S-4).
EX-99.(A)(5)(H) 2 d356143dex99a5h.htm PRESS RELEASE Press Release
LOGO    Exhibit (a)(5)(H)

IDT Press Contact:

Graham Robertson

Integrated Device Technology, Inc. Corporate

Phone: (408) 284-2644

Email: graham.robertson@IDT.com

IDT Investor Relations Contacts:

Mike Knapp

Integrated Device Technology, Inc. Investor Relations

Phone: (408) 284-6515

Email: mike.knapp@IDT.com

Andrew Cole/John Christiansen

Sard Verbinnen & Co

Phone: (212) 687-8080/(415) 618-8750

Email: idt-svc@sardverb.com

Integrated Device Technology, Inc. Commences Exchange Offer to Acquire PLX Technology, Inc.

SAN JOSE, Calif., May 22, 2012—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 5:00 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.

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