On August 17, 2020, Analog Devices, Inc. (ADI) filed a registration statement on Form
S-4 (File No. 333-248092) (as amended, the Form S-4) with the Securities and Exchange Commission (the
SEC) in connection with ADIs proposed acquisition of Maxim Integrated Products, Inc. (the Company or Maxim) pursuant to an Agreement and Plan of Merger, dated as of July 12, 2020
(as it may be amended from time to time, the Merger Agreement), by and among ADI, Magneto Corp., a wholly owned subsidiary of ADI (Acquisition Sub) and the Company. On September 4, 2020, the Company filed
with the SEC its definitive joint proxy statement on Schedule 14A relating to the special meeting of stockholders of the Company scheduled to be held on October 8, 2020 (the Definitive Proxy Statement) to, among other things,
vote on a proposal to adopt the Merger Agreement.
Since the initial filing of the Form S-4, six
complaints (collectively, the Maxim Stockholder Complaints), including two putative securities class action lawsuits, have been filed in federal courts in California, Delaware and New York by purported Maxim stockholders against
Maxim and the members of the Maxim board of directors in connection with the transactions contemplated by the Merger Agreement: Shiva Stein v. Maxim Integrated Products, Inc., et al., Case No. 5:20-cv-05830 (N.D. Cal., filed August 18, 2020); Joseph Post v. Maxim Integrated Products, Inc., et al., Case No.
1:99-mc-09999 (D. Del., filed August 24, 2020) (the Post Action); Waseem Khan v. Maxim Integrated Products, Inc., et al., Case No. 1:20-cv-03982 (E.D.N.Y., filed August 26, 2020); Joseph Burns v. Maxim Integrated Products, Inc., et al., No. 1:20-cv-07168 (S.D.N.Y., filed September 2, 2020); John Husselman v. Maxim Integrated Products, Inc., et al., Case No.
1:20-cv-07525 (S.D.N.Y., filed September 14, 2020); and Joseph Schaffer v. Maxim Integrated Products, Inc., et al., Case No. 5:20-cv-06816 (N.D. Cal.,
filed September 30, 2020). The Post Action also names ADI and Acquisition Sub as defendants. In addition, one complaint, Coe Living Trust v. Analog Devices, Inc., et al., Case No. 1:20-cv-11682 (D. Mass., filed September 11, 2020), has been filed by a purported ADI shareholder in federal court in Massachusetts against ADI and the members of the ADI board of directors (the
Coe Action and, together with the Maxim Stockholder Complaints, the Federal Stockholder Complaints) and one derivative lawsuit has been filed against the members of the ADI board of directors in state court in
the Commonwealth of Massachusetts (Mass. Sup. Ct., Norfolk Cnty., Case No. 20-0864, filed September 11, 2020) (the ADI State Action and, together with the Federal Stockholder
Complaints, the Stockholder Actions). Each of the Federal Stockholder Complaints alleges, among other things, that the Form S-4 omits material information concerning the transactions
contemplated by the Merger Agreement in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Rule 14a-9 promulgated under the
Exchange Act. The ADI State Action alleges breach of fiduciary duty claims against ADIs directors in connection with the transactions contemplated by the Merger Agreement, including that the directors fraudulently concealed information based
on allegations that the Form S-4 misrepresents or omits material information concerning the transactions contemplated by the Merger Agreement. The plaintiffs in the Federal Stockholder Complaints and the ADI
State Action, among other things, seek to enjoin the transactions contemplated by the Merger Agreement (and in two cases, to enjoin the shareholder vote) or, in the alternative, rescission of the merger or rescissionary damages, and an award of
attorneys fees and expenses.
SUPPLEMENT TO DEFINITIVE PROXY STATEMENT
This supplemental information should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. Page references in
the below disclosures are to pages in the Definitive Proxy Statement, and defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement. To the extent the following information differs from or conflicts with
the information contained in the Definitive Proxy Statement, the information set forth below shall be deemed to supersede the respective information in the Definitive Proxy Statement. The Company and ADI deny the allegations in the complaints
related to the Stockholder Actions and deny any alleged violations of law or any legal or equitable duty. Without admitting in any way that the disclosures below are material or otherwise required by law, the Company and ADI make the following
amended and supplemental disclosures solely for the purpose of mooting the allegations in the complaints related to the Stockholder Actions.