    ©2012
Integrated Device Technology, Inc. PAGE 1
+
Strategic Rationale
•
Highly complementary
products, technologies and
customers
•
Platform for growth in system-
level connectivity solutions for
the data center
•
Expands customer base
globally
•
Outstanding technical talent
and systems expertise
Financial Rationale
•
Scale and expanded market
presence
•
Accelerates timing to IDT
target operating model
•
Projected > $100M of revenue
and comparable gross margins
Filed by Integrated Device Technology, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Commission File No. 333-181571
Subject Company: PLX Technology, Inc.
Commission File No. 000-25699 |
 ©2012
Integrated Device Technology, Inc. PAGE 2
Solid-State Drives Driving Growth In PCIe
IDT will have Complete Solution
•
PCIe fabric to connect to array of PCIe SSDs, with redundant uplinks to hosts
•
Switch and flash controller use common PCIe Gen3 PHY to enable superior
performance and features, e.g. hot-plug capability
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
x2
…
OEM-Specific Storage System Front End
PCIe Switch
PCIe Switch
PCIe
SSD0
PCIe
SSD1
PCIe
SSD2
PCIe
SSD3
PCIe
SSD4
PCIe
SSD5
PCIe
SSD6
PCIe
SSD7
PCIe
SSD8
PCIe
SSD9
PCIe
SSD
SSD Expansion
NT
NT
NT
NT
Root
Complex
Root
Complex
… |
 ©2012
Integrated Device Technology, Inc. PAGE 3
Projected Synergies Savings Illustration*
•
Anticipated > $36M in synergies turns $10M/year loss into >$26M operating
profit •
COGS: Test and assembly consolidation, volume pricing at subcons
•
R&D: Approximately $17M Teranetics
•
SG&A: Pubic company costs, duplicated functions
* Synergy savings per IDT estimates. PLX amounts per PLX reported non-GAAP
financials. ** Gross margin, operating expenses and operating margin are Non-GAAP.
See IDT’s year end fiscal 2012 earnings press release dated April 30, 2012 for
reconciliation of Non-GAAP results to the most directly comparable GAAP financial measures |
 ©2012
Integrated Device Technology, Inc. PAGE 4
PLX Acquisition Highlights
•
Go-Shop period ended 5/31
–
No superior proposal submitted
•
Requires tender in the exchange offer by PLX
stockholders of a majority of outstanding shares
(when fully diluted)
•
Customary closing conditions, including
US regulators approval |
 ©2012
Integrated Device Technology, Inc. PAGE 5
FORWARD
LOOKING
STATEMENTS
—
Investors
are
cautioned
that
forward-looking
statements
in
this
presentation,
including
but
not
limited
to
statements
regarding
demand
for
IDT
products,
anticipated
trends
in
IDT
sales,
expenses
and
profits
and
IDT's
expectations
for
the
proposed
acquisition
of
PLX
Technology,
involve
a
number
of
risks
and
uncertainties
that
could
cause
actual
results
to
differ
materially
from
current
expectations.
Risks
include,
but
are
not
limited
to,
global
business
and
economic
conditions,
fluctuations
in
product
demand,
manufacturing
capacity
and
costs,
inventory
management,
competition,
pricing,
patent
and
other
intellectual
property
rights
of
third
parties,
timely
development
and
introduction
of
new
products
and
manufacturing
processes,
dependence
on
one
or
more
customers
for
a
significant
portion
of
sales,
successful
integration
of
acquired
businesses
and
technology,
availability
of
capital,
cash
flow,
the
completion
of
the
proposed
acquisition
of
PLX
Technology
the
timing
of
the
exchange
offer
and
the
subsequent
merger
with
PLX
Technology,
uncertainties
as
to
how
many
of
PLX
Technology'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)
and
other
risk
factors
detailed
in
IDT’s
SEC
filings.
IDT
urges
investors
to
review
in
detail
the
risks
and
uncertainties
in
IDT’s
SEC
filings,
including
but
not
limited
to
the
Annual
Report
on
Form
10-K
for
the
fiscal
year
ended
April
1,
2012.
All
forward-
looking
statements
are
made
as
of
the
date
of
this
release
and
IDT
disclaims
any
duty
to
update
such
statements.
ADDITIONAL
INFORMATION
—
This
presentation
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
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,
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). |