Under the terms of the agreement PLX will issue common stock and options to purchase common stock with an aggregate value of approximately $9 million, valued at $2.714 per share, and cash of approximately $3.7 million, which is subject to adjustment at the closing in exchange for all outstanding securities of HiNT and options to purchase securities of HiNT. Additional consideration of common stock of PLX and cash with a maximum aggregate value of approximately $2.3 million may be paid out under certain provisions approximately one year following the close of the transaction.
Combining PLX and HiNT will provide electronic-equipment suppliers with a single source for a complete selection of advanced interconnect chips and design support. The PCI, PCI-X, and HyperTransport(TM) standards are the architectural foundation for a broad range of communications, server, storage and embedded-control systems. The combined company will provide a wide selection of interconnect chips based on these standards and will continue to invest in PCI-Express(TM) technology, the next generation of PCI.
HiNT produces a comprehensive portfolio of PCI-to-PCI bridges, which are chips that increase the number of peripheral devices that can be included in a microprocessor-based system. PCI-to-PCI bridges have become common in a wide variety of systems, including PCs, servers, storage, communications, and embedded-control applications such as imaging, industrial control, and test equipment. HiNT's complete bridge product line spans the entire PCI range, from 32-bit 33MHz through 64-bit 66MHz, and includes 133MHz PCI-X devices. HiNT sells these chips to over 100 customers and had revenues in excess of $5 million in 2002.
PLX currently provides PLX(R) PCI, PCI-X, and HyperTransport interconnect chips to a similar customer base. PLX and HiNT's products are complementary and non-overlapping, and many customers need both types of products in many of their systems. These customers will be able to purchase a more complete set of interconnect chips and obtain design support from one familiar source.
The merger will enhance the growth opportunity for both companies. In addition to a broader product line, HiNT provides PLX access to new customers and market segments. Furthermore, PLX will gain HiNT's seasoned, proven research and development team that can expand the technical capability of the combined company. HiNT will gain access to PLX's broader marketing, sales, distribution and technical support channel.
"PLX and HiNT share a common vision to be the leading supplier of I/O interconnect silicon to the communications, storage, server and embedded-control markets," said Michael Salameh, president of PLX. "Both companies have market leadership positions in complementary products based on PCI, today's most widely used interconnect technology. Both have begun IC product development based on PCI Express(TM) technology, PCI's next-generation interconnect. Each company has experienced management and engineering teams that have proven their ability to define and execute differentiated products."
"The union of these two companies will allow HiNT to leverage PLX's extensive marketing, sales, operations, and engineering infrastructure, offering our mutual customer base an unsurpassed solution," said Alex Wong, president of HiNT. "HiNT already has a broad, leading PCI bridge product line and we believe that teaming with PLX will accelerate design wins and revenue growth."
Mr. Wong will join PLX as a vice president and HiNT management and staff are expected to relocate to PLX's corporate headquarters shortly.
PLX expects to close the transaction in the second quarter. Exclusive of acquisition-related charges, PLX expects the acquisition to be accretive to PLX earnings.
Alliant Partners of Palo Alto, Calif., is the investment banker representing HiNT.
PLX will be conducting a conference call today at 6:00 a.m. (PST) to discuss the merger. Participants in the conference should call 800.428.6051. There will also be a live Webcast and a replay of the conference call that will be available through the Investors section of the PLX Web site at www.plxtech.com/investors until May 14. The Webcast can also be accessed through www.ccbn.com.
Event archives are normally available one to two hours after the event ends. For the live event, listeners should go to the Web site at least fifteen minutes before the event starts to download and install any necessary audio software.
About PLX Technology
PLX Technology, Inc. (www.plxtech.com), based in Sunnyvale, Calif., USA, is a leading supplier of standard I/O interconnect silicon to the communications, server, storage and embedded-control industries. The PLX solution provides a competitive edge to our customers through an integrated combination of high-performance silicon, hardware and software design tools, and partnerships. These innovative solutions enable our customers to develop equipment with industry-leading performance, scalability and reliability. Furthermore, the combination of PLX product features and supporting infrastructure allow customers to bring their designs to market faster. PLX PCI, PCI-X and HyperTransport devices are designed into a wide variety of applications across multiple industries.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This release includes statements that qualify as forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements include statements about creating a leading supplier of advanced interconnect ICs, providing a broad range of interconnect chips, providing electronic equipment suppliers with a single source for advanced interconnect ICs, the wide selection of interconnect chips, investment in PCI-Express, the purchase of a complete set of interconnect chips, the growth opportunity for both companies, the gain of a research and development team, access to certain channels, allowing HiNT to leverage PLX's infrastructure, the acceleration of the design win and revenue growth, the closing of the transaction, the accretiveness of the transaction and the relocation of management and staff. Such statements involve risks and uncertainties which may cause actual results to differ materially from those set forth in these statements. Factors that could cause actual results to differ materially include risks and uncertainties such as reduced demand for products of electronic equipment manufacturers which include PLX's products due to adverse economic conditions in general or specifically affecting PLX's markets, technical difficulties and delays in the development process, errors in the products, reduced backlog of the company's customers, unexpected expenses, the political climate and the risk of the transaction not closing. You are also referred to the documents filed by PLX with the SEC from time to time, including but not limited to the annual report on Form 10-K for the year ended December 31, 2002 and the quarterly report on Form 10-Q for the first quarter of 2003, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements. All forward-looking statements are made as of today, and the company assumes no obligation to update such statements.Note to Editors: PLX and the PLX logo are trademarks of PLX Technology, Inc., which may be registered in some jurisdictions. All other product names that appear in this material are for identification purposes only and are acknowledged to be trademarks or registered trademarks of their respective companies.