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In re PLX Technology Inc. Stockholders Litigation
Citation:2018 WL 5018535 (Del. Ch. Oct. 16, 2018).
PLX was in the business of developing and selling integrated circuits. In 2011, PLX began pursuing the sale of its company and worked with Deutsche Bank to explore a sale. During this time, PLX stock price fell after 5% of its shares were acquired by activist hedge fund, Potomac. Thereafter, Potomac’s co-managing member, Eric Singer, joined PLX’s Board of Directors. Singer continuously advocated for sale of the company.
On December 19, 2013, Thomas Krause, a Vice President of Avago, let Deutsche Bank know that (after it closed on another transaction) it would be interested in pursuing a deal with PLX at a rate of $6.50 per share. Deutsche Bank informed Singer of Krause’s tip, but neither party informed the rest of PLX’s Board. In May 2014, Deutsche Bank again contacted Singer, who had dinner with Krause to discuss price and moving quickly (also not disclosed). On June 2, 2014, PLX and Avago executed an exclusivity agreement for a deal at $6.50 per share. The Board met on June 22 to approve recommendations to move forward with the deal and the deal closed on August 12.
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