What is the significance of the HSR Waiting Period expiration?

The expiration of the Hart-Scott-Rodino (HSR) Waiting Period on September 25, 2020, means that the U.S. antitrust authorities have completed their initial review of the proposed merger between Analog Devices Inc. (ADI) and Maxim Integrated Products, Inc. without requesting further information or extending the review period. This is a critical regulatory clearance and a positive step towards completing the transaction.

When is the merger expected to close?

ADI and Maxim continue to expect the merger to be completed in the summer of 2021, subject to the satisfaction or permitted waiver of other customary closing conditions, including shareholder approvals.

What are the main risks associated with the merger, as highlighted in the filing?

The filing lists numerous risks that could affect the transaction and the combined company's performance. These include the ongoing impact of the COVID-19 pandemic, general political and economic uncertainty, erosion of consumer confidence, raw material availability, changes in trade regulations, potential litigation, the ability to retain key personnel, and the risk that the expected synergies and benefits of the merger may not be fully realized.

Where can investors find more detailed information about the merger?

Investors are strongly encouraged to read the registration statement on Form S-4 and the definitive joint proxy statement/prospectus filed with the SEC. These documents, along with other relevant filings from ADI and Maxim, contain important information about the proposed transaction. Free copies can be obtained from the SEC's website, ADI's investor relations website, or by contacting ADI's Investor Relations department.

ADI 8-K SEC Disclosure — Sep 29, 2020

Summary

Analog Devices Inc. (ADI) filed an 8-K report on September 29, 2020, to provide an update on its proposed merger with Maxim Integrated Products, Inc. The key development reported is the expiration of the Hart-Scott-Rodino (HSR) Waiting Period on September 25, 2020. This signifies a significant regulatory hurdle has been cleared, bringing the companies closer to the anticipated completion of the merger. Despite this positive step, ADI and Maxim reiterate their expectation to complete the merger in the summer of 2021, subject to other closing conditions. The filing also includes extensive "forward-looking statements" detailing various risks and uncertainties that could impact the transaction's completion and the combined company's future performance. Investors should pay close attention to these potential challenges, which range from the ongoing COVID-19 pandemic and economic conditions to integration risks and shareholder approvals.

Key Highlights

1Expiration of Hart-Scott-Rodino (HSR) Waiting Period on September 25, 2020, a key antitrust regulatory milestone.
2Merger with Maxim Integrated Products, Inc. remains on track, with expected completion in summer 2021.
3Both ADI and Maxim shareholders' approvals are still required for closing.
4The filing emphasizes numerous "forward-looking statements" highlighting potential risks and uncertainties.
5Key risks include impacts of the COVID-19 pandemic, economic instability, integration challenges, and potential litigation.
6Investors are urged to read the definitive joint proxy statement/prospectus and other SEC filings for comprehensive information.
7Information regarding participants in the solicitation of proxies is detailed, with shareholders encouraged to review their interests.

ANALOG DEVICES INC 8-K Report, Corporate Update (Sep 29, 2020)

Summary

Key Highlights

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