Analog Devices Announces Commencement of Tender Offer for All Outstanding Shares of Hittite Microwave Corporation Common Stock
23 Juni 2014 - 2:00PM
Business Wire
Analog Devices, Inc. (NASDAQ: ADI), a global leader in
high-performance semiconductors for signal processing applications,
today announced that it has commenced a tender offer to purchase
all outstanding shares of common stock of Hittite Microwave
Corporation (NASDAQ: HITT) for $78.00 per share in cash. The tender
offer is being made pursuant to the Merger Agreement entered into
and announced by ADI and Hittite on June 9, 2014.
Unless extended, the tender offer will expire at 12:00 midnight
at the end of July 21, 2014 (one minute after 11:59 p.m., New York
City time, on July 21, 2014). The completion of the tender offer is
subject to the tender of at least a majority of Hittite’s
outstanding shares of common stock (on a fully diluted basis) and
other customary closing conditions, including receipt of regulatory
clearances.
As promptly as practicable following the completion of the
tender offer, ADI will acquire all remaining Hittite shares through
a merger of BBAC Corp., a Delaware corporation and a direct wholly
owned subsidiary of ADI, with and into Hittite.
ADI will file today with the U.S. Securities and Exchange
Commission (the “SEC”) a tender offer statement on Schedule TO
which sets forth in detail the terms of the tender offer.
Additionally, Hittite will file with the SEC a Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9 that
includes the unanimous recommendation of Hittite’s board of
directors that Hittite stockholders accept the tender offer and
tender their shares of Hittite common stock.
The Information Agent for the tender offer is MacKenzie
Partners, Inc. and the Dealer Manager for the tender offer is
Credit Suisse Securities (USA) LLC. Hittite stockholders who have
questions regarding the tender offer should contact the Information
Agent by calling collect at (212) 929-5500 or toll-free at (800)
322-2885 or the Dealer Manager toll-free at (800) 318-8219. Hittite
stockholders who need additional copies of the Offer to Purchase,
Letter of Transmittal or related materials should contact the
Information Agent at the telephone number provided above.
American Stock Transfer & Trust Company, LLC is acting as
depositary for the tender offer, and WilmerHale is acting as legal
counsel to ADI.
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. ADI will file
with the 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,
including any amendments thereto. 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 by directing a request to the Information Agent by
calling collect at (212) 929-5500 or toll-free at (800)
322-2885.
Forward-Looking Statements
This press release contains forward-looking statements, which
address a variety of subjects including, for example, ADI’s tender
offer for all outstanding shares of Hittite common stock, the
expiration date of the tender offer and the expected completion of
the transaction between ADI and Hittite. 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 and higher than expected
or unexpected costs associated with or relating to the transaction.
For additional information about factors that could cause actual
results to differ materially from those described in the
forward-looking statements, please refer to ADI’s filings with the
SEC, including the risk factors contained in ADI’s most recent
Quarterly Report 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 ADI has built one of the longest standing, highest growth
companies within the technology sector. Acknowledged industry-wide
as a leader in data conversion and signal conditioning technology,
ADI serves over 60,000 customers, representing virtually all types
of electronic equipment. ADI is headquartered in Norwood,
Massachusetts, with design and manufacturing facilities throughout
the world. ADI’s common stock is included in the S&P 500
Index.
About Hittite
Hittite Microwave Corporation 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.com
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