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Integrated Device Technology, Inc. (IDT®) (NASDAQ: IDTI), the Analog and Digital Company™ delivering essential mixed-signal semiconductor solutions, today announced that it is extending the expiration date of its exchange offer for all outstanding shares of common stock of PLX Technology, Inc. (NASDAQ: PLXT). The exchange offer was previously scheduled to expire at the end of the day on December 10, 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. While most previous extensions of the expiration date of the exchange offer have been limited to 20 business days pursuant to the terms of the Agreement and Plan of Merger relating to the exchange offer, the parties have agreed to a one-time waiver of this limitation, which permits IDT to extend the offer period for 27 business days until the end of the day on January 18, 2013, at 12:00 midnight, New York City time. Approximately 18.0 million shares, or approximately 39.9% of PLX’s outstanding common stock, had been tendered as of 12:00 midnight at the end of the day on December 6, 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 January 15, 2013, unless the offer is further extended.
As previously announced on May 22, 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 22, 2012, and in connection with an Agreement and Plan of Merger, dated April 30, 2012, which IDT and PLX previously announced on April 30, 2012. As previously announced, on May 7, 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 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.