Analog Devices and Maxim Integrated Shareholders Approve Combination
October 08 2020 - 5:18PM
Business Wire
Analog Devices, Inc. (Nasdaq: ADI) and Maxim Integrated
Products, Inc. (Nasdaq: MXIM) announced that, at their respective
special meetings of shareholders held today, ADI and Maxim
shareholders voted to approve their respective proposals relating
to the pending combination of ADI and Maxim. The combination will
strengthen ADI as an analog semiconductor leader with increased
breadth and scale across multiple attractive end markets.
“We are pleased with the overwhelming support from our
shareholders for this exciting combination. Together with Maxim, we
will enhance our domain expertise and breadth of engineering
capabilities to develop more complete solutions to solve customers’
most complex problems,” said Vincent Roche, President and CEO of
Analog Devices. “We look forward to joining forces with Maxim to
drive the next wave of semiconductor growth and deliver significant
value to all our stakeholders.”
“We appreciate the strong support of our shareholders for
Maxim’s combination with ADI. Together, we will enable the
industry’s highest performance analog and mixed-signal solutions
through our complementary product portfolios,” said Tunc Doluca,
President and CEO of Maxim.
As previously announced, the waiting period applicable to the
consummation of the transaction under the Hart-Scott-Rodino
Antitrust Improvements Act has expired. The completion of the
transaction remains subject to the satisfaction of other customary
closing conditions, including receipt of certain non-U.S.
regulatory approvals. The companies continue to expect that the
transaction will be completed in the summer of 2021.
About Analog Devices
Analog Devices is a leading global high-performance analog
technology company dedicated to solving the toughest engineering
challenges. We enable our customers to interpret the world around
us by intelligently bridging the physical and digital with
unmatched technologies that sense, measure, power, connect and
interpret. Visit http://www.analog.com.
About Maxim Integrated
Maxim Integrated develops innovative analog and mixed-signal
products and technologies to make systems smaller and smarter, with
enhanced security and increased energy efficiency. We are
empowering design innovation for our automotive, industrial,
healthcare, mobile consumer, and cloud data center customers to
deliver industry-leading solutions that help change the world.
Learn more at http://www.maximintegrated.com.
Forward Looking Statements
This filing relates to the pending 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 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 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
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. 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 Securities and Exchange Commission, 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. 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.
(ADI-WEB)
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Editors’ Contact Information Michael Lucarelli
781-461-3282 Senior Director of Investor Relations, ADI
investor.relations@analog.com
Andrea Duffy 646-984-0240 Andrea.Duffy@teneo.com
Kathy Ta Vice President, Investor Relations, Maxim
kathy.ta@maximintegrated.com
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