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Quotes & Info
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| IDTI > SEC Filings for IDTI > Form 8-K on 20-Nov-2012 | All Recent SEC Filings |
20-Nov-2012
Other Events
On November 16, 2012, Integrated Device Technology, Inc. ("IDT") certified
compliance with the request for additional information from the Federal Trade
Commission ("FTC") received by IDT on July 6, 2012 (the "Second Request"). As
previously disclosed, the Second Request extends the waiting period applicable
to the exchange offer for all outstanding shares of common stock of PLX
Technology, Inc. ("PLX") under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 ("HSR Act") to 11:59 p.m., New York City time, on the forty-fifth day
following certification of compliance with the Second Request, unless extended
by agreement with the parties. The exchange offer is made 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.
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 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 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, 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).
Forward-Looking Statements
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 report 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.
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