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.

Frequently Asked Questions

Analog Devices Inc. is selling its Othello® radio and SoftFone® baseband chipset product lines, along with certain cellular handset baseband support operations.

The buyer is MediaTek Inc., and the agreed-upon sale price is approximately $350 million in cash.

Yes, Analog Devices will be subject to certain non-competition covenants for a four-year period related to the divested business. Additionally, they will provide transition services to MediaTek and will receive a restricted license back for the technology for seven years.

The closing of the transaction is contingent upon the satisfaction of regulatory requirements, the receipt of necessary consents, the execution of certain license agreements by MediaTek, and other standard closing conditions.