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  Date:6th May 2012

IDT acquires FOX and also to acquire PLX tech

Integrated Device Technology (IDT) to 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.

Integrated Device Technology has also 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 makes quick-turn oscillator products, quartz crystals, voltage-controlled crystal oscillators and more.



 
          
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