- ADI expands RF portfolio with acquisition of
microwave and millimeter wave leader
- ADI reaffirms third quarter financial
guidance
Analog Devices, Inc. (NASDAQ:ADI), a global leader in
high-performance semiconductors for signal processing applications,
and Hittite Microwave Corporation (NASDAQ:HITT), an innovative
designer and manufacturer of high performance integrated circuits,
modules, subsystems and instrumentation for RF, microwave and
millimeter wave applications, today announced that the two
companies have entered into a definitive agreement whereby ADI will
acquire Hittite for $78 per share in cash. The closing price of
Hittite’s common stock on June 6, 2014 was $60.56 per share.
This agreement reflects a total enterprise value for Hittite of
approximately $2 billion. ADI expects to fund the acquisition
through a combination of cash on hand and short-term debt
financing. The Boards of Directors of each company have approved
the transaction, which is expected to close near the end of ADI’s
third fiscal quarter of 2014, subject to regulatory approvals and
other customary closing conditions.
The transaction is expected to be accretive to ADI’s non-GAAP
earnings per share.
“Hittite’s strength in RF, microwave, and millimeter wave
technology complements ADI’s RF and signal conversion expertise,”
said Vincent Roche, ADI President and CEO. “Our combined
capabilities will enable us to bring more complete solutions to our
customers and address more of the industrial, communications
infrastructure, and automotive markets.”
“We welcome the very talented Hittite team, as we together
leverage our strong product portfolios and customer relationships
to create greater value for all our stakeholders,” said Mr.
Roche.
Rick D. Hess, President and Chief Executive Officer of Hittite
added, “We are delighted to join forces with ADI, a premier company
that shares Hittite’s passion for solving complex challenges for
customers. I look forward to joining Analog Devices and I am
confident our combined efforts will accelerate the course of
innovation throughout cellular and microwave communications
infrastructure, automotive, industrial instrumentation, aerospace
and defense.”
ADI also reaffirmed financial guidance for its third quarter of
fiscal year 2014, for revenue to increase in the range of 1% to 5%,
and excluding any one-time items, for diluted earnings per share to
be in the range of $0.60 to $0.64.
Credit Suisse acted as exclusive financial advisor to Analog
Devices, and WilmerHale served as its legal advisor. Deutsche Bank
acted as exclusive financial advisor to Hittite. Foley Hoag acted
as legal advisor.
Conference Call Information
ADI and Hittite will host a joint conference call on June 9,
2014 at 8am ET to discuss the acquisition. Presentation slides
accompanying the webcast are also accessible at
investor.analog.com.
Investors may join via webcast, accessible at
investor.analog.com, or by telephone (call 800-859-9560 ten minutes
before the call begins and provide the password “ADI”).
A replay of the call will be made available and may be accessed
for up to two weeks by dialing 855-859-2056 (replay only) and
providing the conference ID: 58177775, or by visiting
investor.analog.com.
Important Additional Information Will Be Filed with the
Securities and Exchange Commission
This press release is neither an offer to purchase nor a
solicitation of an offer to sell shares of Hittite. At the time the
tender offer is commenced, ADI will file with the Securities and
Exchange Commission (“SEC”) and mail to Hittite’s stockholders a
Tender Offer Statement and Hittite will file with the SEC and mail
to its stockholders a Tender Offer Solicitation/Recommendation
Statement in connection with the transaction. These documents will
contain important information about ADI, Hittite, the transaction
and other related matters. Investors and security holders are urged
to read each of these documents carefully when they are available.
Investors and security holders will be able to obtain free copies
of the Tender Offer Statement, the Tender Offer
Solicitation/Recommendation Statement and other documents filed
with the SEC by ADI and Hittite through the website maintained by
the SEC at www.sec.gov. In addition, investors and security holders
will be able to obtain free copies of these documents from ADI or
Hittite by contacting ADI’s Director of Investor Relations at
Analog Devices, Inc., One Technology Way, Norwood, Massachusetts
02062; telephone: 781-461-3282 or by contacting Hittite’s Chief
Financial Officer at Hittite Microwave Corporation, 2 Elizabeth
Drive Chelmsford, Massachusetts 01824; telephone: 978-250-3343.
Forward-Looking Statements
This press release contains forward-looking statements, which
address a variety of subjects including, for example, the expected
timetable for closing of the transaction between ADI and Hittite,
the expected benefits and synergies of the transaction, including
the effect of the transaction on ADI’s non-GAAP earnings, ADI’s
expected product development and technical advances resulting from
the transaction, the availability of debt financing for the
transaction and ADI’s guidance for the remainder of its fiscal year
2014. Statements that are not historical facts, including
statements about our beliefs and expectations, are forward-looking
statements. Such statements are based on our current expectations
and are subject to a number of factors and uncertainties, which
could cause actual results to differ materially from those
described in the forward-looking statements. The following
important factors and uncertainties, among others, could cause
actual results to differ materially from those described in these
forward-looking statements: the closing of the transaction is
subject to the tender of shares by Hittite stockholders
representing at least a majority of the outstanding fully-diluted
shares; the receipt of regulatory approvals, and other closing
conditions, the non-satisfaction of which may delay or prevent the
closing of the transaction; higher than expected or unexpected
costs associated with or relating to the transaction; the expected
benefits, synergies and growth prospects of the transaction may not
be achieved in a timely manner, or at all; Hittite’s business may
not be successfully integrated with ADI’s following the closing;
and disruption from the transaction may adversely affect Hittite’s
relationships with its customers, suppliers or employees. For
additional information about factors that could cause actual
results to differ materially from those described in the
forward-looking statements, please refer to both ADI’s and
Hittite’s filings with the Securities and Exchange Commission,
including the risk factors contained in each of ADI’s and Hittite’s
most recent Quarterly Reports on Form 10-Q. Forward-looking
statements represent management’s current expectations and are
inherently uncertain. Except as required by law, we do not
undertake any obligation to update forward-looking statements made
by us to reflect subsequent events or circumstances.
About Analog Devices
Innovation, performance, and excellence are the cultural pillars
on which Analog Devices has built one of the longest standing,
highest growth companies within the technology sector. Acknowledged
industry-wide as the world leader in data conversion and signal
conditioning technology, Analog Devices serves over 60,000
customers, representing virtually all types of electronic
equipment. Analog Devices is headquartered in Norwood,
Massachusetts, with design and manufacturing facilities throughout
the world. Analog Devices' common stock is included in the S&P
500 Index.
About Hittite
Hittite Microwave Corporation (HITT) designs and develops high
performance integrated circuits, modules, and subsystems for
technically demanding radio frequency (RF) microwave and millimeter
wave applications. These applications include cellular, optical,
and satellite communications, as well as medical and scientific
imaging, industrial instrumentation, aerospace, and defense
electronics. With almost 30 years of experience and innovation,
Hittite has a deep knowledge of analog, digital and mixed-signal
semiconductor technology, from the device level to the design and
assembly of complete subsystems.
ADI Investors:Analog Devices,
Inc.Mr. Ali Husain, 781-461-3282781-461-3491
(fax)investor.relations@analog.comorADI
Press:Analog Devices, Inc.Mr. Bob Olson,
781-937-1666bob.olson@analog.comorHittite PR
Contact:Mr. Bill Boecke, Chief Financial
Officerbill.boecke@hittite.com
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