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ANALOG DEVICES INC 8-K Report, Corporate Update (Oct 15, 2013)

Filed October 15, 2013For Securities:ADI

Summary

Analog Devices, Inc. (ADI) has entered into an agreement to divest its microphone product line, primarily serving consumer applications, to InvenSense, Inc. for an initial cash payment of $100 million. This strategic move is expected to streamline ADI's operations and allow for greater focus on its core competencies within the semiconductor market. The sale includes both analog and digital output microphones, along with related support operations and intellectual property. In addition to the upfront cash consideration, ADI may receive further payments based on InvenSense achieving certain revenue milestones within the first 12 months post-transaction. The agreement involves standard representations, warranties, and indemnities, and ADI will be subject to a three-year non-competition clause related to the divested product line. ADI will also provide transition services to InvenSense. The transaction is subject to customary closing conditions and is expected to benefit ADI by allowing it to reallocate resources and concentrate on higher-growth, more profitable segments of its business.

Key Highlights

  • 1ADI to sell its microphone product line, including analog and digital output microphones, to InvenSense for $100 million cash at closing.
  • 2Potential for additional revenue-based milestone payments to ADI from InvenSense over the next 12 months.
  • 3Divested product line primarily serves consumer applications.
  • 4Agreement includes customary representations, warranties, covenants, and indemnities.
  • 5ADI will be subject to a three-year non-competition agreement related to the sold product line.
  • 6ADI to provide transition services to InvenSense post-closing.
  • 7Transaction is subject to customary closing conditions.

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