Potomac Capital Believes Change Is Needed At PLX Technology To Ensure Mistakes Of The Past Are Not Repeated

Potomac Capital Believes Change Is Needed At PLX Technology To Ensure Mistakes
                         Of The Past Are Not Repeated

Board Must Be Held Accountable for Significant Losses and Substantial Dilution
to Stockholders

Vote the GOLD Proxy Card Today to Elect Potomac Capital's Three Highly
Qualified Director Nominees

PR Newswire

NEW YORK, Nov. 13, 2013

NEW YORK, Nov. 13, 2013 /PRNewswire/ --Potomac Capital Partners II, L.P., a
Delaware limited partnership, together with its affiliates, with approximately
10.3% of the outstanding common stock of PLX Technology, Inc., a Delaware
corporation (the "Company"), announced today that they have delivered the
following open letter to stockholders of the Company:

POTOMAC CAPITAL PARTNERS II, L.P.
825 Third Ave, 33rd Floor
New York, New York 10022

November 13, 2013

VOTE THE GOLD PROXY CARD TO ELECT POTOMAC CAPITAL'S THREE HIGHLY QUALIFIED
INDEPENDENT DIRECTORS WHOSE INTERESTS ARE DIRECTLY ALIGNED WITH ALL PLX
STOCKHOLDERS

Dear Fellow PLX Stockholders,

Potomac Capital Partners II, L.P., together with its affiliates ("Potomac"),
is the largest stockholder of PLX Technology, Inc. ("PLX" or the "Company"),
beneficially owning approximately 10.3% of the outstanding shares of common
stock of the Company. We have nominated a slate of three highly qualified
directors -- Martin Colombatto, Stephen Domenik and Eric Singer -- for
election to the Board of Directors (the "Board") at the Company's 2013 Annual
Meeting of Stockholders (the "2013 Annual Meeting") because the Board as
currently comprised has undertaken ill-advised acquisitions that have resulted
in significant losses and substantial dilution to stockholders and proven
incapable of returning value to stockholders. Given this Board's track
record, we do not believe the Board should remain unchanged to oversee future
strategies for the Company.

We believe the Board is entrenched, willing to spend significant stockholder
capital to pursue a proxy contest against its largest stockholder, despite our
efforts to avoid an election contest at the 2013 Annual Meeting. With an
average tenure of over 14 years and de minimus ownership in PLX by the
independent directors relative to this long tenure, we believe the Board
requires the addition of new independent directors who will have not only
significant investment risk at stake but also the right mix of relevant
industry, financial and strategic experience to maximize stockholder value for
all. We believe there is significant value to be realized at PLX, but do not
believe this value will be realized unless the Company's current Board is
reconstituted.

The Board's Failed Acquisitions Have Caused Significant Losses and Substantial
Dilution to Stockholders

Prior to the announcement of the potential merger with Integrated Device
Technology, Inc. ("IDT"), PLX was losing money and, under the auspices of the
majority of the current Board, embarked on what we believe to be two
ill-advised acquisitions that have destroyed enormous stockholder value and
resulted in the substantial dilution of stockholders. In January 2009, PLX
acquired Oxford Semiconductor, Inc. ("Oxford") by issuing approximately nine
(9) million shares or approximately 32% of the Company's then outstanding
common stock, valued then at approximately $16.4 million (which based on a
recent closing price, would be worth over $55 million). In 2012, we believe
the bulk of the assets (the UK Design team) were sold for only $2.2 million.
Then in October 2010, PLX acquired Teranetics, Inc. ("Teranetics"). PLX paid
a total consideration of $54 million, comprised of cash, stock (over seven (7)
million shares), and assumed debt for this 10 Gigabit Ethernet business with
negligible revenues. Given the significant underperformance of this 10
Gigabit Ethernet business, in 2012, less than 2 years after its original
acquisition, the Company sold the business for only $12 million.

If one looks at the quarter immediately preceding the Oxford acquisition,
which was the three months ended September 30, 2008, PLX had 28 million shares
outstanding, $42 million in net cash, and an accumulated deficit of just $4.7
million. Just 5 years later, as of the three months ended September 30, 2013,
PLX had 45.7 million shares outstanding, $11 million in net cash and an
accumulated deficit of $136 million! Moreover, on a per share basis, PLX's
current profitability would be over 60% higher if not for these two epic
disaster acquisitions and equity grants.

In 2012, the Company divested much of its underperforming assets acquired in
the Oxford and Teranetics acquisitions and reduced its operating expenses, a
strategy advocated by another large stockholder in 2012, who pushed for these
changes in public letters and submitted a formal nomination of director
candidates for election at the 2012 annual meeting of stockholders. We
believe were it not for the activism of this large investor, the Company would
have suffered even greater losses. Following these divestitures and
cost-cutting measures, the Company is now left primarily with a single line of
business, which we believe holds great value. However, given the Board's
abysmal track record in overseeing acquisitions, including the IDT
transaction, we have no faith in the current Board to unlock this value
through either an exploration of strategic alternatives or overseeing a
successful standalone operation. We believe the Board will be significantly
enhanced with the addition of our three Nominees who will bring a fresh
perspective to avoid repeating the mistakes of the past. We believe the risk
is too great that this Board will cause more destruction of stockholder
capital if it remains unchanged without the addition of new independent
directors.

The Current Board Has Been Incapable of Returning Value to Stockholders

Since the Company's initial public offering (IPO) in April 1999, PLX has
generated an accumulated deficit of over $136 million. With no retained
earnings, stockholders have effectively funded losses since the IPO.

In addition, in the five year period ending on the trading day immediately
preceding our announcement that we nominated directors for election to the
Board at the 2013 Annual Meeting, the Company has returned negative twenty
percent (-20)% to stockholders, significantly underperforming NASDAQ, the
Russell 2000 Index, and the Philadelphia Semiconductor Index which has
returned 58%, 57% and 28%, respectively, to investors. We believe the
Company's current stock price would be performing significantly lower if it
were not for the activist investor in the first half of 2012 pushing for
change, including the divestitures of Oxford and Teranetics and the reduction
in operating expenses, the announcement of the merger with IDT in April 2012,
and our activism and purchases of over 10% of PLX stock this year.

The following graph shows the performance of the Company as compared to
NASDAQ, the Russell 2000 Index, and the Philadelphia Semiconductor Index over
the 5 year period ending on the trading day immediately preceding the date we
publicly announced our nomination of the Nominees.

(Photo: http://photos.prnewswire.com/prnh/20131113/NY15826-a )
Source: Bloomberg

The Company's shares have also severely underperformed the Russell 2000 Index
and the Philadelphia Semiconductor Index for the past five fiscal years.

(Photo: http://photos.prnewswire.com/prnh/20131113/NY15826-b )

Cumulative Total Return
                           12/07    12/08   12/09    12/10    12/11    12/12
PLX Technology, Inc.       100.00   18.49   34.73    38.82    30.86    39.03
Russell 2000               100.00   66.21   84.20    106.82   102.36   119.09
Philadelphia               100.00   64.12   101.17   115.04   116.92   139.17
Semiconductor

The Board Has No Investment Risk at Stake – Potomac Has Over $29 Million at
Stake

Ask yourself, whose interests are most aligned with yours – independent
directors who own less than 1.0% of PLX stock or Potomac who has invested
significantly in PLX, with holdings currently valued at over $29 million?
Based upon our review of the Company's public filings, only two (2) of the
Board's six (6) independent directors own any PLX common stock and of these
two directors, they own, in the aggregate, less than one percent (1%) of the
outstanding shares of the Company. What is worse is that of the two
independent directors that own any stock, one director (Michael Salameh) has
cashed in much more of his stock than his current ownership position.
Accordingly, there is no significant independent stockholder representation on
the Board.

We believe the stockholders, as the true owners of the Company, need to have a
strong voice at the Board level. Such a voice promotes greater accountability
and creates an environment that forces other directors to consider new and
innovative ways to positively impact stockholder value. If the Nominees are
elected, members of your Board would have significant investment in the
Company, which we believe would promote significantly greater accountability
to all stockholders.

Our Nominees Have the Relevant Skills to Maximize Stockholder Value

Despite our efforts to avoid an expensive and protracted proxy contest, the
Board has determined to proceed with a costly and time-consuming proxy
contest, estimating to spend $800,000 of stockholder capital for their own
preservation. With a history of failed acquisitions, substantial dilution to
stockholders, and poor total stockholder return, we believe meaningful change
must be made to the Board. Accordingly, we have nominated three (3)
highly-qualified, independent directors who we believe will bring a fresh
perspective into the boardroom and would be extremely helpful in evaluating
and executing on initiatives to unlock value at the Company.

                    o30+ years of experience in the semiconductor and
                      electronics industry
Martin Colombatto   oSignificant industry contacts and expertise in
                      networking, engineering, product development, sales and
                      marketing, general management, and mergers and
                      acquisitions
                    o30+ years of business and financial experience
Stephen Domenik     oSignificant public company Board experience with
                      semiconductor companies, including NASDAQ: PXLW, MOSY,
                      and NETL
                    o18+ years of significant investment experience
                    oProven track record of restoring accountability to
Eric Singer           stockholders and effective oversight of management
                      through significant prior public company Board
                      experience, including as Chairman of NASDAQ:SIGM

We are soliciting proxies to elect not only our three (3) Nominees, but also
the candidates who have been nominated by the Company other than D. James
Guzy, Thomas Riordan and Robert H. Smith. We believe Mr. Guzy, age 77, having
served as Chairman for the past 27 years, Mr. Riordan, age 57, having served
as a director for the past 12 years, and Mr. Smith, age 76, having served as a
director for the past 14 years, should be replaced given their long tenure on
the Board.

By voting the GOLD proxy card you will be supporting new, independent
directors who are dedicated to evaluating all opportunities to maximize
stockholder value. They can, and will, appropriately represent stockholders
best interests.

VOTE FOR CHANGE AT PLX -- PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY
CARD TODAY

If you have any questions, or need assistance in voting your shares, please
call our proxy solicitor, Okapi Partners LLC, whose contact information is
below. Thank you in advance for your support.

 Sincerely,

 

 Potomac Capital Partners II, L.P.

 

 By: Potomac Capital Management II, L.L.C.
 General Partner
 By:   /s/ Eric Singer
       Name: Eric Singer
       Title: Co-Managing Member

OKAPI PARTNERS LLC
437 Madison Avenue, 28th Floor
New York, NY 10022
(212) 297-0720
Call Toll-Free at: (877) 566-1922
E-mail: info@okapipartners.com

(Logo: http://photos.prnewswire.com/prnh/20131113/NY15826LOGO-c )

SOURCE Potomac Capital Partners II, L.P.
 
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