8-KAcquisitions & DispositionsMaterial AgreementsFinancial Events+2

ANALOG DEVICES INC 8-K Report, Material Agreement (Jul 22, 2014)

Filed July 22, 2014For Securities:ADI

Summary

This Form 8-K filing by Analog Devices, Inc. (ADI) on July 22, 2014, details the successful completion of its acquisition of Hittite Microwave Corporation. ADI announced that its tender offer for Hittite shares expired on July 21, 2014, with approximately 74.2% of outstanding shares validly tendered and accepted. Following the tender offer, ADI completed the merger with Hittite, making it a wholly owned subsidiary. The aggregate consideration paid for Hittite was approximately $2.4 billion, funded by a combination of ADI's existing cash and a new $2 billion, 90-day term loan facility with Credit Suisse AG. The acquisition of Hittite, a company specializing in high-performance analog and mixed-signal semiconductor products, is expected to enhance ADI's product portfolio and market position, particularly in radio frequency (RF) and millimeter-wave technologies. The delisting of Hittite shares from the NASDAQ Global Select Market on July 22, 2014, marks the final integration of the company into ADI.

Key Highlights

  • 1Analog Devices, Inc. (ADI) has successfully completed the acquisition of Hittite Microwave Corporation.
  • 2The tender offer for Hittite shares expired on July 21, 2014, with over 74% of shares tendered and accepted.
  • 3Hittite Microwave Corporation has been merged and is now a wholly owned subsidiary of ADI.
  • 4The total purchase price for Hittite amounted to approximately $2.4 billion.
  • 5The acquisition was financed through a combination of ADI's cash reserves and a new $2 billion, 90-day term loan facility from Credit Suisse AG.
  • 6Hittite's common stock was delisted from the NASDAQ Global Select Market as of the close of trading on July 22, 2014.
  • 7The filing confirms the satisfaction of all conditions outlined in the Merger Agreement, including the minimum tender condition.

Frequently Asked Questions

This 8-K filing announces the successful completion of Analog Devices, Inc.'s (ADI) acquisition of Hittite Microwave Corporation, including the expiration of the tender offer and the subsequent merger.

The acquisition was financed by a combination of ADI's existing cash on hand and proceeds from a new $2 billion, 90-day term loan facility provided by Credit Suisse AG.

The aggregate consideration paid for Hittite in the tender offer and merger was approximately $2.4 billion, excluding related transaction fees and expenses.

Hittite Microwave Corporation is a leading supplier of high-performance analog and mixed-signal semiconductor products, particularly in RF and millimeter-wave technologies. Its acquisition is expected to enhance ADI's product offerings and market position in these areas.

Hittite's shares of common stock were delisted from the NASDAQ Global Select Market effective as of the close of trading on July 22, 2014, as it is now a wholly owned subsidiary of ADI.