PLX to Acquire Oxford Semiconductor

PLX Technology, a supplier of PCI Express PCIe switch and bridge silicon, has signed a definitive agreement to acquire all of the outstanding shares of capital stock of Oxford Semiconductor, Inc., a privately held fabless provider of industry-leading silicon and software for the consumer and small office/home office (SOHO) storage markets.

Established in 1992, Oxford Semiconductor has been providing reliable, high-performance silicon and software solutions to interconnect digital systems, including PCIe, USB, FireWire, Ethernet, SATA and eSATA. Oxford’s unaudited revenues for the first nine months of 2008 were $29 million. Oxford’s corporate headquarters are located in Milpitas, California, with most of its employees based in Oxford’s design center in Abingdon, United Kingdom.

The rapidly growing consumer and SOHO external storage markets account for the majority of Oxford Semiconductor’s sales. Oxford provides advanced system-on-chip solutions for both direct-attached storage (DAS) and network-attached storage (NAS) external drives.

The amount of digital data that consumers need to store is increasing exponentially. Trends such as digital photography, digital video, MP3s and the on-line distribution of high-definition movies are driving increased sales of external storage devices in the consumer market. Corresponding with these trends, demand for data-protection features such as redundant array of inexpensive disks (RAID), automatic back-up and encryption is also growing. Oxford sells products, and is developing new ones, that address these growing needs as consumers adopt the ‘digital lifestyle.’

Oxford has a reputation for providing innovative and reliable chip, software and firmware solutions for consumer storage needs and counts leading manufacturers and marketers as customers, including Seagate, Western Digital, LaCie, Hewlett Packard, and Macpower.

"Through this acquisition, PLX will have a leadership position in two of the fastest-growing interconnect chip markets – PCI Express-based systems and external-storage," said Ralph Schmitt, president and CEO of PLX. "Major synergies include common interconnect technologies and design flows, sales, marketing and support systems, and supply chains. Most importantly, PLX can create innovative products that combine the considerable intellectual property and industry knowledge of Oxford and PLX. The two companies share a customer-focused business philosophy that includes delivering the highest quality products and services, and a culture that rewards innovation and results."

"We see a convergence of PLX’s system interconnect business and Oxford’s storage interconnect business in customers’ core technologies and products that will, in the future, need to incorporate technologies from both companies," said Bill Schroeder, CEO of Oxford. "Joining forces with PLX gives Oxford greater scale, an increasingly important requirement for success in the semiconductor business, and the ability to access and support a wider customer base for our storage business, while creating a stronger company for our system interconnect business."

Pursuant to the terms of the agreement, PLX Technology will acquire all of the outstanding shares of capital stock of Oxford Semiconductor in exchange for 5,600,000 shares of common stock of PLX, and a promissory note in the aggregate principal amount of $14,200,000 that will be satisfied by either the issuance of an additional 3,400,000 shares of common stock of PLX upon approval of the PLX stockholders, or the repayment of the principal amount of the note by June 30, 2009, if such stockholder approval is not obtained. The acquisition has been approved by a special committee of PLX’s board of directors and by the board of directors and stockholders of Oxford. The acquisition, which is subject to satisfaction of certain closing conditions, is anticipated to be completed in early January 2009. PLX intends to hold a special meeting of stockholders to vote upon the issuance of PLX shares in satisfaction of the note.