IDT Extends Exchange Offer Expiration Date in PLX Technology Transaction
Integrated Device Technology, Inc. (IDT), the analogue and digital company delivering mixed-signal semiconductor solutions, is extending the expiration date of its exchange offer for all outstanding shares of common stock of PLX Technology.
The exchange offer was previously scheduled to expire at the end of the day on November 9th, 2012, at 12:00 midnight, New York City time.
The exchange offer is being extended as the applicable waiting period pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") has not yet expired or been terminated, and the exchange offer is now set to expire at the end of the day on December 10th, 2012, at 12:00 midnight, New York City time, unless further extended.
Approximately 19.4 million shares, or approximately 43.1 percent of PLX's outstanding common stock, were tendered on November 8th, 2012.
Correspondingly, in order for the trustee of the PLX Employee Stock Ownership Plan ("ESOP") to be instructed in a timely manner to tender or not tender all or a portion of the shares allocated to such participant's account under the ESOP, each participant in the ESOP must complete and return the ESOP instruction form previously provided to participants so that it is received by Computershare, the tabulation agent for the offer, not later than 5:00 p.m., New York City time, on December 5th, 2012, unless the offer is further extended.
As previously announced on May 22nd, 2012, IDT commenced an exchange offer to acquire all outstanding shares of common stock of PLX 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 22nd, 2012, and in connection with an Agreement and Plan of Merger, dated April 30th, 2012, which IDT and PLX previously announced on April 30th, 2012.
In connection with the Agreement and Plan of Merger, which contemplates the exchange offer for all outstanding shares of PLX common stock, followed by a second step merger, IDT and PLX made premerger filings under the HSR Act with the Federal Trade Commission ("FTC") and the Antitrust Division of the U.S. Department of Justice.
Effective June 5th, 2012, following consultation with the FTC and PLX, IDT voluntarily withdrew its Notification and Report Form with respect to the exchange offer and the merger. IDT re-filed its Notification and Report form on June 6th, 2012. On July 6th, 2012, IDT and PLX each received a request for additional information from the FTC (the "Second Request").
This Second Request extends the waiting period applicable to the exchange offer under the HSR Act, which was set to expire on July 6th, 2012 at 11:59 p.m., New York City time. The waiting period is extended until 11:59 p.m., New York City time, on the thirtieth day (or the next business day) after both IDT and PLX substantially comply with the Second Request, as specified by the HSR Act and the implementing rules, unless further extended by agreement with the parties.
