8-KMaterial AgreementsExhibits & Filings

ANALOG DEVICES INC 8-K Report, Material Agreement (Sep 13, 2007)

Filed September 13, 2007For Securities:ADI

Summary

Analog Devices Inc. (ADI) filed an 8-K on September 13, 2007, to report a significant divestiture. On September 9, 2007, ADI entered into a Purchase and Sale Agreement with MediaTek Inc. to sell its Othello® radio and SoftFone® baseband chipset product lines, along with associated cellular handset baseband support operations. This business unit, referred to as "the Business," is being sold for approximately $350 million in cash. The transaction includes customary provisions such as representations, warranties, covenants, conditions, and post-closing indemnities. ADI will also grant MediaTek licenses for related technology and intellectual property, subject to specific field of use restrictions. Notably, ADI will receive a limited, restricted license back for the divested technology for a seven-year period. The company has also agreed to provide transition services to MediaTek post-closing. The divestiture is contingent upon regulatory approvals, necessary consents, and other standard closing conditions. This strategic move signals a potential shift in ADI's focus, with the proceeds likely impacting its financial structure.

Key Highlights

  • 1ADI entered into an agreement to sell its Othello® radio and SoftFone® baseband chipset product lines, and related cellular handset baseband support operations.
  • 2The buyer is MediaTek Inc., and the transaction value is approximately $350 million in cash.
  • 3The agreement includes customary representations, warranties, covenants, and indemnities.
  • 4ADI will license certain technology and intellectual property to MediaTek, with specific field-of-use restrictions.
  • 5ADI will receive a restricted license back for the divested technology for a period of seven years.
  • 6ADI will provide transition services to MediaTek post-closing.
  • 7The transaction is subject to regulatory approvals and other closing conditions.

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