Item 8.01 Other Events
On August 24, 2020, Analog Devices, Inc. (the "Company") voluntarily withdrew
its pre-merger notification under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act") relating to the Company's proposed
acquisition of Maxim Integrated Products, Inc. ("Maxim"), in order to provide
the Federal Trade Commission (the "FTC") with additional time to review the
proposed acquisition.
In accordance with the regulations under the HSR Act, the Company plans to
resubmit its HSR Act filing on August 26, 2020, commencing a new 30-day waiting
period under the HSR Act. Withdrawing and refiling pre-merger notifications is a
standard procedure in order to provide additional time for antitrust review of
certain transactions. The Company and Maxim continue to work cooperatively with
the FTC staff in their review of the proposed transaction, and continue to
expect to complete the transaction in the summer of 2021, subject to the
satisfaction or permitted waiver of the conditions to closing.
Forward Looking Statements
This communication relates to a proposed business combination transaction
between Analog Devices, Inc. ("ADI") and Maxim. This communication contains
"forward-looking statements" within the meaning of the federal securities laws.
Forward-looking statements address a variety of subjects, including, for
example, projections as to the anticipated benefits of the proposed transaction,
the anticipated impact of the proposed transaction on the combined
organization's business and future financial and operating results, the expected
amount and timing of synergies from the proposed transaction, and the
anticipated closing date for the proposed transaction. Statements that are not
historical facts, including statements about ADI's and Maxim's beliefs, plans
and expectations, are forward-looking statements. Such statements are based on
ADI's and Maxim's current expectations and are subject to a number of factors
and uncertainties, which could cause actual results to differ materially from
those described in the forward-looking statements. Forward-looking statements
often contain words such as "expect," "anticipate," "intend," "plan," "believe,"
"estimate," "would," "target" and similar expressions, as well as variations or
negatives of these words. The following important factors and uncertainties,
among others, could cause actual results to differ materially from those
described in these forward-looking statements: the uncertainty as to the extent
of the duration, scope and impacts of the COVID-19 pandemic; political and
economic uncertainty, including any faltering in global economic conditions or
the stability of credit and financial markets; erosion of consumer confidence
and declines in customer spending; unavailability of raw materials, services,
supplies or manufacturing capacity; changes in geographic, product or customer
mix; changes in export classifications, import and export regulations or duties
and tariffs; changes in ADI's or Maxim's estimates of their respective expected
tax rates based on current tax law; ADI's ability to successfully integrate
Maxim's businesses and technologies; the risk that the expected benefits and
synergies of the proposed transaction and growth prospects of the combined
company may not be fully achieved in a timely manner, or at all; adverse results
in litigation matters, including pending litigation and any potential future
litigation related to the proposed transaction; the risk that ADI or Maxim will
be unable to retain and hire key personnel; the risk associated with ADI's and
Maxim's ability to obtain the approvals of their respective shareholders
required to consummate the proposed transaction and the timing of the closing of
the proposed transaction,
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including the risk that the conditions to the transaction are not satisfied on a
timely basis or at all or the failure of the transaction to close for any other
reason or to close on the anticipated terms, including the anticipated tax
treatment; the risk that any regulatory approval, consent or authorization that
may be required for the proposed transaction is not obtained or is obtained
subject to conditions that are not anticipated; unanticipated difficulties or
expenditures relating to the transaction, the response of business partners and
retention as a result of the announcement and pendency of the transaction;
uncertainty as to the long-term value of ADI's common stock; and the diversion
of management time on transaction-related matters. These risks, as well as other
risks related to the proposed transaction, are included in the registration
statement on Form S-4 that ADI filed with the Securities and Exchange Commission
(the "SEC") in connection with the proposed transaction and preliminary joint
proxy statement/prospectus included therein. While the list of factors presented
here is, and the list of factors presented in the registration statement on
Form S-4 are, considered representative, no such list should be considered to be
a complete statement of all potential risks and uncertainties. For additional
information about other factors that could cause actual results to differ
materially from those described in the forward-looking statements, please refer
to ADI's and Maxim's respective periodic reports and other filings with the SEC,
including the risk factors contained in ADI's and Maxim's most recent Quarterly
Reports on Form 10-Q and Annual Reports on Form 10-K. Forward-looking statements
represent management's current expectations and are inherently uncertain and are
made only as of the date hereof. Except as required by law, neither ADI nor
Maxim undertakes or assumes any obligation to update any forward-looking
statements, whether as a result of new information or to reflect subsequent
events or circumstances or otherwise.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, on August 17, 2020, ADI filed with
the SEC a registration statement on Form S-4 that includes a preliminary joint
proxy statement of ADI and Maxim and that also constitutes a preliminary
prospectus of ADI (the "preliminary joint proxy statement/prospectus"). If and
when the registration statement becomes effective and the preliminary joint
proxy statement/prospectus is in definitive form (the "definitive joint proxy
statement/prospectus"), the definitive joint proxy statement/prospectus will be
mailed to shareholders of ADI and stockholders of Maxim. Each of ADI and Maxim
may also file other relevant documents with the SEC regarding the proposed
transaction. This document is not a substitute for the registration statement,
the preliminary joint proxy statement/prospectus, the definitive joint proxy
statement/prospectus, or any other document that ADI or Maxim have filed or may
file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT, PRELIMINARY JOINT PROXY
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STATEMENT/PROSPECTUS, DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will
be able to obtain free copies of the registration statement and definitive joint
proxy statement/prospectus (if and when available) and other documents
containing important information about ADI, Maxim and the proposed transaction,
once such documents are filed with the SEC through the website maintained by the
SEC at http://www.sec.gov. Copies of the documents filed with the SEC by ADI
will be available free of charge on ADI's website at http://www.analog.com or by
contacting ADI's Investor Relations Department by email at
investor.relations@analog.com or by phone at 781-461-3282. Copies of the
documents filed with the SEC by Maxim will be available free of charge on
Maxim's website at investor.maximintegrated.com or by contacting Maxim's
Investor Relations department by phone at 408-601-5697.
Participants in the Solicitation
ADI, Maxim and certain of their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information about the directors and executive officers of
ADI, including a description of their direct or indirect interests, by security
holdings or otherwise, is set forth in ADI's proxy statement for its 2020 annual
meeting of shareholders, which was filed with the SEC on January 24, 2020, and
ADI's Annual Report on Form 10-K for the fiscal year ended November 2, 2019,
which was filed with the SEC on November 26, 2019. Information about the
directors and executive officers of Maxim, including a description of their
direct or indirect interests, by security holdings or otherwise, is set forth in
Maxim's proxy statement for its 2019 annual meeting of stockholders, which was
filed with the SEC on September 27, 2019, and Maxim's Annual Report on Form 10-K
for the fiscal year ended June 27, 2020, which was filed with the SEC on
August 19, 2020. Other information regarding the participants in the proxy
solicitations and a description of their direct and indirect interests, by
security holdings or otherwise, are contained in the preliminary joint proxy
statement/prospectus and will be contained in the definitive joint proxy
statement/prospectus and other relevant materials to be filed with the SEC
regarding the proposed transaction when such materials become available.
Investors should carefully read the preliminary joint proxy statement/prospectus
and the definitive joint proxy statement/prospectus when it becomes available
before making any voting or investment decisions. You may obtain free copies of
these documents from ADI or Maxim using the sources indicated above.
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