Item 8.01 Other Events.
As previously disclosed, on July 12, 2020 Maxim Integrated Products, Inc. (the
"Company") entered into an Agreement and Plan of Merger with Analog Devices,
Inc. ("ADI") and Magneto Corp., a wholly owned subsidiary of ADI ("Acquisition
Sub"), pursuant to which, on the terms and subject to the conditions set forth
therein (including the receipt of certain required regulatory approvals), ADI
will acquire the Company by way of a merger of Acquisition Sub with and into the
Company, with the Company surviving the merger as a wholly owned subsidiary of
ADI.
On August 24, 2020, ADI voluntarily withdrew its pre-merger notification under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act") relating to ADI's proposed acquisition of the Company, 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, ADI 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 ADI 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 ADI and Maxim Integrated Products, Inc. ("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, 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.
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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 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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