Analog Devices, Inc. (NasdaqGS:ADI) ("ADI") entered into definitive agreement to acquire Maxim Integrated Products, Inc. (NasdaqGS:MXIM) from a group of shareholders for $21.8 billion on July 12, 2020. Under the terms of the agreement, ADI will acquire Maxim in an all-stock transaction that values the combined enterprise at over $68 billion and Maxim stockholders will receive 0.63 of a share of ADI common stock for each share of Maxim common stock they hold at the closing of the transaction. Upon closing, current ADI stockholders will own approximately 69% of the combined company, while Maxim stockholders will own approximately 31%. The combined company will be named Analog Devices. The transaction is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. Under the agreement, Maxim Integrated Products and ADI will be required to pay a termination fee to the other party equal to $725 million if the agreement is terminated in certain circumstances, including if the agreement is terminated because its Board of Directors has changed its recommendation. ADI will be required to pay a termination fee equal to $830 million if the agreement is terminated in certain circumstances related to the failure to obtain required regulatory approvals prior to the outside date.

Upon closing of the transaction, two Maxim Directors will join ADI's Board of Directors, including Maxim President and Chief Executive Officer, Tunç Doluca. The transaction is subject to the satisfaction of customary closing conditions, including receipt of U.S. and certain non-U.S. regulatory approvals, and approval by stockholders of ADI and Maxim Integrated Products. The transaction is also subject to the Form S-4 Registration Statement becoming effective, any waiting period applicable to the consummation of the merger under any applicable Antitrust Law having been expired, the shares of ADI having been approved for listing on Nasdaq and the absence of any law or order by any governmental entity of competent jurisdiction preventing, enjoining or making illegal the consummation of the merger. As of February 24, 2021, the transaction is subject to approval of The European Commission. The Boards of Directors of Maxim and ADI unanimously approved the transaction. As of August 24, 2020, ADI voluntarily withdrew its pre-merger notification under the HSR Act. In accordance with the regulations under the HSR Act, ADI plans to resubmit its HSR Act filing on August 26, 2020, commencing a new 30-day waiting period under the HSR Act. As of September 3, 2020, the registration statement has been declared effective. The HSR Waiting Period expired on September 25, 2020. As of October 8, 2020, shareholders of ADI and Maxim approved the transaction. As of February 4, 2021, The Philippine Competition Commission (PCC) has approved the merger. As of March 31, 2021, the transaction has gained unconditional EU antitrust clearance. As of April 16, 2021, Competition and Consumer Commission of Singapore approved the merger. As of May 19, 2021, the transaction has received the European Union, Korea, Taiwan, Japan, and Singapore approvals. As of August 23, 2021, China's State Administration for Market Regulation has given antitrust clearance for the transaction. The transaction has now received all required regulatory clearances. The transaction is expected to close in the summer of 2021. As of August 23, 2021, the transaction is expected to close on or about August 26, 2021. This transaction is expected to be accretive to adjusted EPS in 18 months subsequent to closing with $275 million of cost synergies by the end of year two, driven primarily by lower operating expenses and cost of goods sold. This transaction is also expected to be accretive to free cash flow at close, enabling additional returns to shareholders, with improving balance sheet strength pro forma net leverage of 1.2x.

Anthony Armstrong, Wally Cheng and Mark Edelstone of Morgan Stanley & Co. LLC and Kevin Brunner, Mohit Manaktala, Rob Brass and March Chisari of BofA Securities acted as financial advisors while Mark Gordon and Jenna E. Levine of Wachtell, Lipton, Rosen & Katz acted as legal advisors to ADI. John Boyce of Slaughter and May worked as part of an integrated team with Wachtell Lipton Rosen & Katz. Slaughter and May advised to ADI on the EU and UK merger control and other EU regulatory aspects of its takeover of Maxim. Drago Rajkovic and Pankaj Goel of J.P. Morgan Securities LLC acted as financial advisors while Michael J. Aiello, Craig Adas, Karen Ballack, Paul Wessel, Joseph Pari, Chayim Neubort, Jeff White, Karen Ballack and Vadim Brusser of Weil, Gotshal & Manges LLP acted as legal advisors to Maxim. The Board of Maxim has received the opinion of J.P. Morgan Securities LLC, to the effect that, the exchange ratio pursuant to this agreement is fair, from a financial point of view, to the holders of shares of Maxim Integrated Products. The Board of ADI has received the separate oral opinions of each of Morgan Stanley & Co. LLC and BofA Securities, Inc., to the effect that the exchange ratio pursuant to this agreement is fair, from a financial point of view, to ADI. Charles Ruck and Josh Dubofsky of Latham & Watkins LLP acted as legal advisor for J.P. Morgan Securities. Computershare Trust Company, NA acted as transfer agent to Analog and Maxim. Innisfree M&A Inc. acted as the information agent to Analog Devices for a fee of $0.03 million for its services, while D.F. King & Co., Inc. acted as the information agent to Maxim for an estimated fee of approximately $0.02 million, plus reimbursement for certain out-of-pocket fees and expenses. Analog Devices has agreed to pay Morgan Stanley a fee of $44 million for its services, $4 million of which was paid upon the public announcement of the merger and the remainder of which is contingent upon the closing of the merger and will be reduced by an amount that Morgan Stanley has agreed with Analog Devices is creditable to pay other third-party transaction fees. Analog Devices has agreed to pay BofA Securities for its services in connection with the merger an aggregate fee of $5 million, $1.5 million of which was payable upon delivery of its opinion and the remainder of which is contingent upon the completion of the merger. Maxim has agreed to pay J.P. Morgan a fee of 0.5% of the total consideration payable to Maxim stockholders in the merger, which fee would be approximately $107 million, $4 million of which became payable to J.P. Morgan upon delivery of its opinion, and the remainder of which will be payable only upon the closing of the proposed merger. Christopher D. Dillon of Gibson, Dunn & Crutcher LLP acted as legal advisor to Morgan Stanley & Co. LLC. Stephen M. Kotran of Sullivan & Cromwell LLP acted as legal advisor to BofA Securities.

Analog Devices, Inc. (NasdaqGS:ADI) completed the acquisition of Maxim Integrated Products, Inc. (NasdaqGS:MXIM) from a group of shareholders on August 26, 2021. In connection with the closing of the transaction, Tunç Doluca, former President and Chief Executive Officer of Maxim, and Mercedes Johnson, former Founding Executive of Avago Technologies, will join the Analog Devices Board of Directors.