8-KOther EventsExhibits & Filings

ANALOG DEVICES INC 8-K Report, Corporate Update (Jun 7, 2006)

Filed June 7, 2006For Securities:ADI

Summary

Analog Devices, Inc. (ADI) announced on June 7, 2006, its agreement to acquire Integrant Technologies, Inc., a privately-held South Korean company specializing in high-performance analog circuits for reconfigurable radio frequency (RF) signal processing. Integrant is a leading provider of low-power radio tuners for mobile, computer, and consumer devices to receive digital television and radio. This acquisition is expected to strengthen ADI's position in the RF market and enhance its product portfolio for broadband wireless and digital broadcasting applications. The acquisition is valued at approximately $127 million in cash, with potential for an additional $33 million tied to performance milestones. ADI anticipates the transaction, which has board approval from both companies, will close within 60 days, subject to regulatory approvals and customary closing conditions. The integration of Integrant is expected to contribute approximately 1% to ADI's revenue in the coming quarters and will see Integrant's operations become a product line within ADI's high-speed signal processing organization.

Key Highlights

  • 1Analog Devices (ADI) to acquire privately-held Integrant Technologies, Inc. for approximately $127 million in cash plus potential milestones.
  • 2Integrant Technologies is a South Korean innovator in high-performance analog RF circuits and a leading supplier of low-power radio tuners.
  • 3Acquisition aims to bolster ADI's capabilities in reconfigurable RF signal processing and digital broadcasting technologies.
  • 4Integrant's expertise in low-power RF tuners complements ADI's existing intellectual property in analog and digital signal processing.
  • 5Transaction is expected to close within approximately 60 days, pending regulatory approvals and customary conditions.
  • 6The acquisition is projected to add approximately 1% to ADI's revenue in the near term.
  • 7Integrant's organization will be integrated into ADI's high-speed signal processing business unit post-acquisition.

Frequently Asked Questions

The acquisition of Integrant Technologies is driven by ADI's desire to enhance its portfolio in high-performance analog circuits for reconfigurable RF signal processing. Integrant's leadership in low-power radio tuners, particularly for digital broadcasting, complements ADI's existing strengths and intellectual property, aiming to strengthen its position in key growth markets like mobile communications and digital media.

The acquisition has a base purchase price of approximately $127 million in cash. Additionally, ADI may pay up to an additional $33 million upon the achievement of certain performance milestones. A portion of the initial payment will be held in escrow to cover potential indemnification claims and acquire remaining shares.

The acquisition is expected to close within approximately 60 days from the filing date of June 7, 2006. The closing is contingent upon the satisfaction of regulatory requirements and other customary closing conditions, which may include obtaining necessary approvals and consents.

Upon closing, the Integrant organization will be integrated as a product line within ADI's existing high-speed signal processing organization. This integration is expected to leverage Integrant's innovative designs and ADI's expertise in RF design for receivers and transceivers.