Item 8.01 Other Events.
As previously disclosed, on July 12, 2020, Maxim Integrated Products, Inc., a Delaware corporation (Maxim), entered
into an Agreement and Plan of Merger, by and among Analog Devices, Inc., a Delaware corporation (ADI), Magneto Corp., a Delaware corporation and wholly owned subsidiary of ADI (Merger Sub), and 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 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 ADIs common
stock; the diversion of management time on transaction-related matters; ADIs ability to successfully integrate acquired businesses and technologies; and the risk that expected benefits, synergies and growth prospects of acquisitions may not be
fully achieved in a timely manner, or at all. 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 ADIs and Maxims