SUNNYVALE, Calif. - May 7, 2003 -- PLX Technology (NASDAQ: PLXT) today announced a definitive agreement to acquire HiNT Corp. (Fremont, Calif.), a privately held, fabless semiconductor supplier of Peripheral Component Interconnect (PCI) and PCI-X bridge chips.
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™ 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™ 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® 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™ 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.
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.