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| IDTI > SEC Filings for IDTI > Form 8-K on 9-Nov-2012 | All Recent SEC Filings |
9-Nov-2012
Other Events, Financial Statements and Exhibits
On November 9, 2012, Integrated Device Technology, Inc. ("IDT") announced that it is extending the expiration date of its exchange offer for all outstanding shares of common stock of PLX Technology, Inc. ("PLX"), pursuant to the previously announced merger agreement with PLX, dated April 30, 2012, which contemplates the exchange offer for all outstanding shares of PLX common stock, followed by a second step merger. The exchange offer was previously scheduled to expire at the end of the day on November 9, 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 10, 2012, at 12:00 midnight, New York City time, unless further extended. Approximately 19.4 million shares, or approximately 43.1% of PLX's outstanding common stock, had been tendered as of 12:00 midnight at the end of the day on November 8, 2012. The full text of the press release is attached as Exhibit 99.1 to this current report on Form 8-K.
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 5, 2012, unless the offer is further extended.
As previously disclosed, on May 7, 2012, in connection with the merger agreement, 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 5, 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 6, 2012. On July 6, 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 6, 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.
Additional Information
These materials are 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).
Certain statements in these materials may contain forward-looking statements
relating to IDT, including expectations for IDT's proposed acquisition of PLX.
All statements included in this transcript 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 businesses of
IDT and PLX generally, including those set forth in the filings of IDT and PLX
with the SEC 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 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.
(d) Exhibits
99.1 Press release dated November 9, 2012
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