©2012
Integrated Device Technology, Inc. Proposed PLX Technology Acquisition
May 3, 2012
Filed
by
Integrated
Device
Technology,
Inc.
pursuant
to
Rule
425
under
the
Securities
Act
of
1933,
as
amended,
and
deemed
filed
pursuant
to
Rule
14d-2
under
the
Securities
Exchange
Act
of
1934,
as
amended
Subject
Company:
PLX
Technology,
Inc.
Commission
File
No.
000-25699 |
PAGE 2
www.IDT.com
Forward Looking Statements
Investors are cautioned that forward-looking statements in this presentation,
including but not limited to statements regarding demand for Company
products, anticipated trends in Company sales,
expenses and profits and IDTs expectations for the proposed acquisition of
PLX Technology, involve a number of risks and uncertainties that could cause
actual results to differ materially from current expectations. Risks
include, but are not limited to, global business and economic conditions,
fluctuations in product demand, manufacturing capacity and costs, inventory
management, competition, pricing, patent and other intellectual property
rights of third parties, timely development and introduction of new products
and manufacturing processes, dependence on one or more customers for a
significant portion of sales, successful integration of acquired businesses and
technology, availability of capital, cash flow, the completion of the proposed
acquisition of PLX Technology the timing of the exchange offer and the
subsequent merger with PLX Technology, uncertainties as to how many of PLX
Technologys 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) and other risk factors detailed in the Companys
SEC filings. The Company urges investors to review in detail the risks and
uncertainties
in
the
Companys
SEC
filings,
including
but
not
limited
to
the
Annual
Report
on
Form
10-K for the fiscal year ended April 3, 2011 and Quarterly Report on Form
10-Q for the quarter ended January 1, 2012. All forward-looking
statements are made as of the date of this release and the Company disclaims
any duty to update such statements. |
PAGE 3
www.IDT.com
Additional Info
The exchange offer in connection with the IDTs proposed acquisition of PLX
Technology has not yet commenced.
This
presentation
is
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 will only be made through a
prospectus, which is part of a registration statement on Form S-4, as well as a
Tender Offer Statement on Schedule TO, which will contain an offer to
purchase, form of letter of transmittal and other documents relating to the
exchange offer (collectively, the Exchange Offer Materials), each to
be filed with the U.S. Securities and Exchange Commission (the SEC) by
IDT. In addition, PLX Technology will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9 with respect to
the exchange offer. IDT and PLX Technology expect to mail the Exchange
Offer Materials, as well as the Schedule 14D-9, to PLX Technology
stockholders. Investors and security holders are urged to carefully
read these documents and the other documents relating to the transactions
when they become available because these documents will contain important
information relating to the exchange offer and related transactions.
Investors and security holders may obtain a free copy of these documents
after they have been 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 SECs 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). |
PAGE 4
www.IDT.com
Additional Info
Neither PLX nor IDT is asking for stockholders to vote or soliciting proxies in
connection with the exchange offer transaction at this time. Upon
consummation of the offer, PLX and IDT may seek votes or proxies in
connection with the proposed back-end merger from holders of PLX shares not
tendered in the offer. PLX, IDT and their respective officers and directors
therefore may be deemed to be participants in the solicitation of proxies
from PLX's stockholders in connection with the proposed merger. A
description of certain interests of the directors and executive officers of PLX is set forth in
PLX's Form 10-K/A, Amendment No. 1, in Part III thereof, which was filed with
the SEC on April 27, 2012. A description of certain interests of the
directors and executive officers of IDT is set forth in IDT's proxy
statement for its 2011 annual meeting, which was filed with the SEC on August 1, 2011. To the
extent holdings of either company's securities by their respective directors and
certain officers have subsequently changed, such changes have been reflected
on Forms 4 filed with the SEC. |
PAGE 5
www.IDT.com
Acquisition Value:
$7.00 per PLX share or approximately $330 million aggregate equity value based on the closing
stock prices on April 27, 2012
Consideration for
Outstanding Shares:
$3.50 in cash and 0.525 shares of IDT common stock for each PLX common share outstanding
Cash portion to be funded through existing cash balances and debt facility
Transaction
Structure:
Two-step transaction: Exchange offer followed by a merger of an IDT subsidiary into PLX
which, if certain conditions are met including the issuance of a tax opinion by
PLXs counsel, will be immediately followed by a merger of PLX into an LLC wholly
owned by IDT
If second merger occurs, the transaction is intended to result in PLX stockholders being taxed
on gain only to the extent of cash received
Estimated Synergies:
Projected to be in excess of $35 million of estimated annual cost synergies achieved by fiscal
year 2014
Accretion:
Expected to be accretive to non-GAAP earnings by the third quarter of fiscal year 2013
(assuming transaction closes during first quarter of fiscal year 2013)
Closing Conditions:
Tender in 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
Other customary closing conditions (including regulatory approval)
Anticipated Closing:
As early as second quarter of calendar year 2012 (IDTs first fiscal quarter 2013)
Proposed Acquisition Summary |
PAGE 6
www.IDT.com
Compelling Strategic Acquisition
Expands IDTs portfolio of data center interconnect solutions in
our core enterprise computing business
Highly complementary product and technology portfolios
enable IDT to deliver system-level connectivity solutions for
customers
Expands IDTs customer base globally
Adds excellent technical talent and systems expertise
Delivers benefits of scale and expanded market presence
Serves as a foundation for growth in data center interconnects
|
©2012
Integrated Device Technology, Inc. About PLX Technology |
PLX Connectivity
Solutions Data Center/Cloud
Data Center/Cloud
PCI Express
Move, Control and Store within the Box
PCI Express
Move, Control and Store within the Box
PCI Express
Switches & Bridges
PCI Express
Switches & Bridges
10 Gigabit Ethernet
LAN
Moving between Boxes
10 Gigabit Ethernet
LAN
Moving between Boxes
Networking
10GBase-T PHYs
Networking
10GBase-T PHYs
Connectivity
USB & PCI Bridges,/Controllers
Storage Controllers, UARTs
Connectivity
USB & PCI Bridges,/Controllers
Storage Controllers, UARTs
PAGE 8
www.IDT.com
.Connecting Everything Else
Supporting other standards
.USB, PCI, SATA
Embedded &
Embedded &
Consumer
Consumer
1
Source:
March
2012
Roth
Capital
Conference
Presentation
1 |
PAGE 9
www.IDT.com
Solutions for the Data Center
2
PCI Express
Designs with all Market
Leaders
$225M, 15M units, 50M
Ports Shipped
Gen 2 (5Gbps) in
Production since 2009
Gen 3 (8Gbps) first to
Production
Fabric Support
10 Gigabit Ethernet
New Growth Vector for
Data Center & PLX
Designs with Market
Leaders
40nm in Production
28nm in Development
PCI Express
Switches & Bridges
Networking
10GBase-T PHYs
Connectivity
USB & PCI Bridges,/Controllers
Storage Controllers, UARTs
2
Source: March 2012 Roth Capital Conference Presentation
|
Data Center Trends
Driving Opportunity PAGE 10
www.IDT.com
Virtualization
More Efficient Servers Driving
I/O Bandwidth up
10G Ethernet
& 32G ExpressFabric
Multi-Core CPUs
More Powerful Servers Driving
I/O Bandwidth Up
10G Ethernet
& 32G ExpressFabric
I/O Convergence
FCOE needing 10G
10G Ethernet
SSD Growth
PCI Express I/O of Choice
PCI Express Switches
New Mega Centers for
Cloud Services/Social
Networks
Pursuing New Technologies to
Increase Performance, Reduce
Power & Costs. Legacy not as
Important.
ExpressFabric
within the Rack &
10G for rest of Network
Trend
Impact
3
Source: March 2012 Roth Capital Conference Presentation
3 |
PAGE 11
www.IDT.com
Data Center/Cloud
Data Center/Cloud
PLX in the Cloud Today
4
Switches
& Routers
PCIe & 10G Today
Servers
PCIe Today
10G Developing
Storage
PCIe Today
10G in Future
4
Source: March 2012 Roth Capital Conference Presentation
|
PAGE 12
www.IDT.com
PLX Revenue Profile
5
47%
39%
13%
1%
53%
30%
11%
3%
PCI Express (PCIe) revenue grew 13% from CY10 to CY11
Connectivity
PCI, USB high margin legacy business
Storage
announced wind down in Q4 calendar 2011, in harvest mode
Networking
10 gigabit Ethernet Phy
3%
CY11 $116M
CY10 $117M
PCIe
Storage
Connectivity
Networking
Networking IP
Networking
Storage
PCIe
Connectivity
5
Source: March 2012 Roth Capital Conference Presentation
|
PAGE 13
www.IDT.com
Strong Financial Rationale
Projected to add $100M+ of annual revenue
Product gross margins comparable to IDTs corporate average
Expected to be meaningfully accretive to non-GAAP earnings
after integration
Acquisition expected to be accretive to non-GAAP earnings by the third
fiscal quarter of 2013 (see note 1)
Projected
cost
synergies
expected
to
be
in
excess
of
$35
million
annually
beginning in fiscal 2014 (see note 1)
Increased scale and expected cost savings are anticipated to:
lower combined non-GAAP operating expenses,
generate significant operating margin expansion and
accelerate the timing to achieve IDTs target operating model
Note 1: Anticipated synergy savings based on an assumed closing in the second
calendar quarter of 2012 |
PAGE 14
www.IDT.com
Material Synergies
Tangible and Achievable Expense Synergies
Note 1: Anticipated synergy savings based on an assumed closing in the second calendar quarter
of 2012 Fiscal 2013 pre-tax expense
synergies > $15 million (Note 1)
Expect full realization of expense
synergies in fiscal 2014 in excess
of $35 million annualized (Note 1)
One-time restructuring cost of
$8M to $12M
Meaningful tax benefits over time,
beginning in fiscal 2013
Projected expense synergies
Manufacturing efficiencies
Operational footprint
consolidation
Significant R&D savings
(including savings from exiting
non-strategic 10 Gigabit
Ethernet business)
Public company expenses and
duplicative corporate functions |
PAGE 15
www.IDT.com
Compelling for value creation
Transaction expected to be meaningfully accretive to Non-GAAP earnings after
integration Anticipate enhanced operating margins, free cash flow and Non-GAAP
earnings in year 1 Projected base run-rate cost synergies in excess of $35 million
annually beginning in fiscal 2014 Expected to be earnings accretive in third quarter of
fiscal 2013 and with more significant accretion by fiscal year 2014
Accelerates Path to Target Financial Model
Non-GAAP*
FY12 IDT
FY12
Pro Forma
IDT with
PLX**
Target
Model
@ 20% Op
Margin
Commentary
Revenue
$527M
$640M
$725M
The transaction is projected to add $100M+ of annual
revenue
As % of sales
Gross margin
57%
57%
59%
Product GMs are comparable to IDTs corporate
average, with potential upside of additional
manufacturing cost synergies
Operating expenses
45%
43%
39%
Synergies anticipated to lower both R&D and SG&A
as percent of sales
Operating margin
12%
14%
20%
Anticipated accelerated margin expansion
* Gross margin, operating expenses and operating margin are Non-GAAP. See IDTs
year end fiscal 2012 earnings press release dated April 30, 2012 for reconciliation of
Non-GAAP results to the most directly comparable GAAP financial measures ** FY12 Pro
Forma IDT with PLX assumes base run-rate synergy savings of $35 million |
PAGE 16
www.IDT.com
Synergy Savings Illustration
PLX amounts per PLX reported non-GAAP financials
Synergy savings per IDT estimates
~$17M Teranetics
Elimination of public company expenses
Significant projected reduction of other selling and G&A expenses
Potential manufacturing cost savings
* Gross margin, operating expenses and operating margin are Non-GAAP. See IDTs
year end fiscal 2012 earnings press release dated April 30, 2012 for reconciliation of
Non-GAAP results to the most directly comparable GAAP financial measures LTM
PLX
Pro Forma
Non-GAAP*
PLX
Projected
Pro Forma
IDT
IDT/PLX
[IDT FY12]
Synergies
FY12
FY12
Combined
Revenue
113,127
113,127
526,700
639,827
COGS
48,931
48,931
Gross Profit
64,196
2,000
66,196
298,600
364,796
Gross Margin %
57%
59%
57%
57%
Operating Exp
74,136
-34,000
40,136
237,600
277,736
% of sales
66%
35%
45%
43%
Operating Profit
-9,940
-36,000
26,060
61,000
87,060
Operating Margin%
-9%
23%
12%
14% |
PAGE 17
www.IDT.com
Target Integration Plan
Full integration of the business
PLX will become a part of IDTs Enterprise
Computing Division, which develops advanced semiconductor solutions for
memory, server and I/O subsystems in data centers
Proven integration experience by the IDT management team
Projected integration expected to be similar to 2009 Tundra acquisition
Straight-forward incorporation into IDTs systems and structure
Achieved over 100% of targeted synergy cost savings
Over $20M reduction in operating expense
Represented approximately 60% of Tundras total pre-deal op expenses
Apply IDTs disciplined processes focused on sustainable shareholder value
creation
to
sharpen
portfolio
to
balance
short
and
longer
term
revenue
growth
eliminate select unprofitable efforts
Develop future product roadmap leveraging PLXs expertise
Continue to foster research and development excellence
Rationalization of overlapping infrastructure, R&D spending and sales and
marketing effort |