This Amendment No. 10 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of PLX Technology, Inc. (“PLX”) filed with the Securities and Exchange Commission (the “SEC”) on May 22, 2012, as amended by Amendment No. 1 thereto, filed with the SEC on June 1, 2012, Amendment No. 2 thereto, filed with the SEC on June 12, 2012, Amendment No. 3 thereto, filed with the SEC on June 19, 2012 and Amendment No. 4 thereto, filed with the SEC on July 11, 2012, Amendment No. 5 thereto, filed with the SEC on August 9, 2012, Amendment No. 6 thereto, filed with the SEC on August 27, 2012, Amendment No. 7 thereto, filed with the SEC on September 5, 2012 and Amendment No. 8 thereto, filed with the SEC on October 3, 2012 and Amendment No. 9 thereto, filed with the SEC on November 9, 2012, (as so amended, the “Schedule 14D-9”). The Schedule 14D-9 relates to the exchange offer by Pinewood Acquisition Corp., a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of Integrated Device Technology, Inc., a Delaware corporation (“Parent”), to purchase all of the outstanding shares the common stock of PLX, par value $.001 per share (the “Shares”), in exchange for consideration, per Share, comprised of (i) $3.50 in cash plus (ii) 0.525 of a share of common stock of Parent (the “Parent Common Stock”), in each case, subject to adjustment for stock splits, stock dividends and similar events, and without interest thereon, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in Purchaser’s prospectus/offer to purchase, dated May 22, 2012, which is contained in the Registration Statement on Form S-4 filed by Parent with SEC on May 22, 2012 (as amended or supplemented from time to time, the “Prospectus”), and in the related Letter of Transmittal (“Letter of Transmittal”), copies of which were filed with the Schedule 14D-9 as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9.
This Amendment No. 10 is being filed to reflect certain supplemental disclosures set forth below in this Amendment No. 10 to the Schedule 14D-9. Except as otherwise indicated below, the information set forth in the prior Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 10.
Item 2. Identity and Background Of Filing Person.
| · | The penultimate paragraph of “Item 2(d) – Identity and Background of Filing Person – Exchange Offer by Integrated Device Technology, Inc.” is hereby amended and restated as follows: |
“The expiration of the Offer occurs at the end of the day on December 10, 2012 at 12:00 midnight, New York City time, subject to extension in certain circumstances as required or permitted by the Merger Agreement, the SEC or applicable law.”
Item 4. The Solicitation or Recommendation.
| · | "Item 4(a)(2). The Solicitation or Recommendation – Background of the Transaction; the sentence after the final paragraph of such Item is hereby amended and restated as follows: |
"Consistent with the terms of the Merger Agreement, at the end of October 2012, the Offer could be extended until January 31, 2013."
