Potomac Sends Letter To The Board Of Directors Of PLX Technology

       Potomac Sends Letter To The Board Of Directors Of PLX Technology

Urges Objective Assessment of All Strategic Alternatives

Questions Current Board's Objectivity to Fully Explore Opportunities to Unlock

PR Newswire

NEW YORK, Feb. 13, 2013

NEW YORK, Feb. 13, 2013 /PRNewswire/ --Potomac Capital Management II, LLC
(together with its affiliates, "Potomac"), today announced that it delivered a
second letter to the Board of Directors (the "Board") of PLX Technology, Inc.
("PLX" or the "Company") (NASDAQ: PLXT). In the letter Potomac expressed its
grave disappointment with the Board's failure to provide a meaningful response
to the issues raised in Potomac's first public letter. Potomac was troubled
that despite the significance of its concerns, management had offered to meet
with Potomac as part of its meetings with investors on routine communications
and members of the Board were not available for an immediate meeting.
Meanwhile, the Board had adopted certain shareholder unfriendly defensive
provisions to entrench themselves only four days after Potomac made a public
filing with its open letter. Potomac reiterated its strong belief that value
can best be created by capitalizing on the historic interest in PLX and
exploring all strategic alternatives, including the sale of the Company.
However, Potomac stressed that they had no faith that the current Board will
translate strategic interest in PLX into a value-maximizing transaction and
concluded that change is urgently needed in the composition of the Board.

The full text of the letter follows:

February 13, 2013


The Board of Directors
PLX Technology, Inc.
870 W. Maude Avenue
Sunnyvale, California 94085

Dear Members of the Board,

As you know, Potomac Capital Management II, LLC, together with its affiliates
("Potomac"), is a significant shareholder of PLX Technology, Inc. ("PLX" or
the "Company"), with ownership of approximately 5.1% of the outstanding shares
of common stock of the Company. We are writing to express our grave
disappointment over the Company's failure to provide a meaningful response to
the serious concerns outlined in our letter of January 25, 2013. We have
stated very clearly our belief that, in the current context, in order to
maximize value for shareholders the Board of Directors (the "Board") must
immediately commence a process of thorough review of all strategic
alternatives available to PLX.

Action must be taken decisively and urgently. The response we received from
David Raun, the recently appointed President and CEO of the Company, stating
that he and Arthur Whipple, the Company's CFO, will try to schedule time to
meet with us as part of the senior management's periodic meetings with
investors regarding routine communications is disturbing. The issues we have
raised are far too serious to be dismissively treated as routine
communications and deserve the immediate attention of the Board. Coupled with
the curt and uninformative statement during the 2012 fourth quarter earnings
call that the "…Board is in the process of considering the Potomac letter [and
they] do not intend to take questions or make further comment on this matter,"
the reaction of the Company appears clearly designed to obstruct constructive
dialogue and ignore the substance of the matter.

We further find the excuse that the Board does not have time to meet with a
concerned significant shareholder rather disingenuous when taken in the
context of the recent amendment to the Company's organizational documents to
implement a number of shareholder unfriendly defensive provisions. The
Company's announcement only four days after we filed a Schedule 13D with the
SEC and made our views public is clearly reactive to our filing. In short,
while the Board could not find the time to meet with us and hear the concerns
of a significant shareholder, it found the time to take defensive actions to
help entrench the position of the incumbent directors and isolate themselves
from the constructive input of PLX's shareholders. It is very hard to justify
this Board's actions and not view them for what they are --a troubling
disregard for shareholder concern.

It is clear that shareholder value can best be created by capitalizing on the
historic interest in PLX from potential acquirers, while leveraging the
improved operating model of the Company. There is significant strategic value
in PLX's dominant position in the PCI Express market which coupled with the
cost synergies that a large acquirer could recognize, would drive an
acquisition value substantially higher than what the Company could achieve as
a standalone business. Notably, the Company received an all-cash acquisition
offer during the "go-shop" period of the now abandoned transaction with
Integrated Device Technology, Inc. (the "IDTI Transaction"). Since then,
efforts to pursue a prudent strategy by divesting of non-core businesses and
streamlining expenses have helped increase PLX's appeal to potential buyers
even more. Overall, we strongly believe that the Company's strong
fundamentals make it an attractive target of strategic interest. Our concern
is that this Board will not translate this strategic interest into a
value-maximizing transaction.

We note that historically the Board has taken difficult but necessary steps to
unlock value for shareholders only when faced with a proxy contest by a
shareholder. The IDTI Transaction was provoked by the efforts of a fellow
shareholder, Balch Hill Capital LLC, to effect change at the Company,
including by its submission of formal nominations of director candidates for
election at the 2012 annual meeting of shareholders. In our view,
shareholders have a legitimate concern over this Board's commitment to
proactively enhance shareholder value. We further doubt the current Board's
objectivity in assessing what is best for the Company and its shareholders.
For instance, we question whether a PLX veteran and first time chief executive
officer, Mr. Raun, may be too inclined to run the Company as a standalone
business even if this is not optimal for the PLX shareholders. The Company's
shareholders deserve an objective assessment of whether a sale of the Company
will maximize value. However, we have no faith that this Board will ever act
to realize the value of the shareholders' investment.

We believe that change in the Board is necessary at this time to break from
the current Board's historic complacency and reactive practices and ensure
objective analysis of value enhancing opportunities. We are deeply cognizant
of the impending deadline for the nomination of director candidates to the
Board for election at the 2013 annual meeting of shareholders and are prepared
to pursue our rights and responsibility as shareholders to seek much needed
change in the Board composition. We remain open to engaging in a constructive
dialogue with the Board regarding our serious concerns outlined above.


Eric Singer
Co-Managing Member
Potomac Capital Management II, LLC

cc: Steve Wolosky, Esq., Olshan Frome Wolosky LLP

Investor contacts:

Eric Singer, (212) 752-5750

SOURCE Potomac Capital Management II, LLC
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