As previously disclosed, on July 12, 2020, Analog Devices Inc., a Massachusetts corporation (ADI), entered into an Agreement
and Plan of Merger, by and among ADI, Magneto Corp., a Delaware corporation and wholly owned subsidiary of ADI (Merger Sub), and Maxim Integrated Products, Inc., a Delaware corporation (Maxim), pursuant to which, on the terms
and subject to the conditions set forth therein, Merger Sub will merge with and into Maxim (the Merger), with Maxim surviving such Merger as a wholly owned subsidiary of ADI.
The completion of the Merger is conditioned upon the expiration or termination of the waiting period applicable to the consummation of the
Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Waiting Period). The HSR Waiting Period expired on September 25, 2020 at 11:59 p.m. Eastern Time.
ADI and Maxim continue to expect to complete the Merger in the summer of 2021, subject to the satisfaction or permitted waiver of the other
conditions to closing.
Forward Looking Statements
This filing relates to the proposed business combination transaction between 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 organizations 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 ADIs and Maxims beliefs, plans and expectations, are forward-looking statements. Such statements are based on ADIs and Maxims 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 ADIs or Maxims estimates of their respective
expected tax rates based on current tax law; ADIs ability to successfully integrate Maxims 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 the potential for 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 ADIs and Maxims ability to