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ANALOG DEVICES INC 8-K Report, Material Agreement (Jul 29, 2016)

Filed July 29, 2016For Securities:ADI

Summary

Analog Devices, Inc. (ADI) announced on July 26, 2016, its definitive agreement to acquire Linear Technology Corporation (Linear) in a stock and cash transaction valued at approximately $14.8 billion. This strategic move is set to significantly enhance ADI's position in the analog semiconductor market, particularly in high-performance segments. The acquisition is expected to create a more robust and diversified product portfolio, offering expanded solutions for a wide range of industries. The transaction, which has been unanimously approved by the boards of directors of both companies, will see Linear shareholders receive $46.00 in cash and 0.2321 shares of ADI common stock for each share of Linear common stock they hold. The acquisition is subject to customary closing conditions, including regulatory approvals and shareholder approval from Linear. ADI has secured significant financing commitments to support the cash portion of the deal, demonstrating its financial capacity to execute this transformative acquisition. Investors should monitor the progress of regulatory reviews and the timeline for closing.

Key Highlights

  • 1Analog Devices, Inc. (ADI) to acquire Linear Technology Corporation (Linear) in a transaction valued at approximately $14.8 billion.
  • 2Acquisition to be a mix of cash ($46.00 per share) and stock (0.2321 ADI shares per Linear share).
  • 3The deal is expected to significantly strengthen ADI's analog semiconductor portfolio and market presence.
  • 4Both ADI and Linear's Boards of Directors have unanimously approved the Merger Agreement.
  • 5The transaction is subject to customary closing conditions, including regulatory approvals and Linear shareholder approval.
  • 6ADI has secured commitment letters for substantial bridge financing facilities totaling approximately $11.6 billion to fund the cash portion of the acquisition.
  • 7The merger is anticipated to create a more diversified and comprehensive offering for customers across various industries.

Frequently Asked Questions

The acquisition of Linear Technology Corporation by Analog Devices is valued at approximately $14.8 billion.

Linear Technology shareholders will receive $46.00 in cash and 0.2321 shares of Analog Devices common stock for each share of Linear Technology common stock they own.

The merger is subject to several conditions, including the adoption of the Merger Agreement by Linear shareholders, effectiveness of the Form S-4 registration statement for ADI shares, absence of prohibitive laws or orders, expiration of the Hart-Scott-Rodino Act waiting period, and receipt of other necessary governmental and regulatory consents.

Analog Devices has entered into commitment letters with several banks to arrange and provide a bridge facility totaling up to approximately $11.6 billion, consisting of a $7.5 billion 364-day senior unsecured bridge facility and a $4.1 billion 90-day senior unsecured bridge facility.