8-KMaterial AgreementsOther EventsExhibits & Filings

ANALOG DEVICES INC 8-K Report, Material Agreement (Jun 9, 2014)

Filed June 9, 2014For Securities:ADI

Summary

Analog Devices, Inc. (ADI) announced on June 9, 2014, its entry into a definitive agreement to acquire Hittite Microwave Corporation (Hittite) for $78.00 per share in cash. This tender offer, to be commenced by ADI's newly formed subsidiary BBAC Corp., values Hittite at approximately $780 million. Following the tender offer, a merger will occur, making Hittite a wholly owned subsidiary of Analog Devices. The transaction is expected to enhance ADI's portfolio, particularly in high-performance analog and mixed-signal semiconductor solutions. The acquisition is subject to customary closing conditions, including regulatory approvals and a majority tender of Hittite shares. ADI has secured a commitment letter for a $2 billion term loan facility from Credit Suisse to help fund the acquisition, though the company expects to repay this from existing cash balances. The filing also includes details on termination fees, representations, warranties, and covenants, as well as additional materials such as a joint press release and investor conference call transcript.

Key Highlights

  • 1Analog Devices, Inc. (ADI) to acquire Hittite Microwave Corporation (Hittite) for $78.00 per share in cash.
  • 2The total transaction value is approximately $780 million.
  • 3The acquisition will be conducted via a cash tender offer by ADI's subsidiary, BBAC Corp., followed by a merger.
  • 4Hittite will become a wholly owned subsidiary of Analog Devices upon successful completion of the transaction.
  • 5ADI has secured a $2 billion commitment letter for a term loan facility from Credit Suisse to partially fund the acquisition.
  • 6Closing conditions include regulatory approvals (US and Germany antitrust) and a majority tender of Hittite shares.
  • 7The filing details customary representations, warranties, covenants, and a termination fee structure.

Frequently Asked Questions

This 8-K filing announces Analog Devices, Inc.'s (ADI) definitive agreement to acquire Hittite Microwave Corporation (Hittite) through a cash tender offer and subsequent merger.

Analog Devices is offering to purchase all outstanding shares of Hittite common stock at a price of $78.00 per share, net to the seller in cash.

No, the acquisition is not subject to a financing condition. Analog Devices has secured a $2 billion commitment letter from Credit Suisse, though the company expects to repay this facility from existing cash balances.

Key conditions include at least a majority of Hittite's outstanding shares being validly tendered and not withdrawn, the expiration of antitrust waiting periods in the United States and Germany, the absence of injunctions, and the accuracy of representations and warranties made by Hittite.