Analog Devices Announces Offering and Pricing of Senior Notes
01 Dezember 2016 - 12:02AM
Business Wire
Analog Devices, Inc. (NASDAQ: ADI), a global leader in
high-performance semiconductors for signal processing applications,
today announced it has priced an offering of $400 million aggregate
principal amount of 2.500% senior unsecured notes due December 5,
2021, $550 million aggregate principal amount of 3.125% senior
unsecured notes due December 5, 2023, $900 million aggregate
principal amount of 3.500% senior unsecured notes due December 5,
2026 and $250 million aggregate principal amount of 4.500% senior
unsecured notes due December 5, 2036. The offering is being
conducted pursuant to an effective registration statement under the
Securities Act of 1933.
Analog Devices intends to use the net proceeds of this offering
to finance a portion of the cash consideration due in connection
with its planned acquisition of Linear Technology Corporation (the
“Merger”). The 2021 Notes, the 2023 Notes and the 2036 Notes will
have a special mandatory redemption feature in the event that the
Merger is not consummated by October 26, 2017. In the event of a
special mandatory redemption, Analog Devices intends to use the net
proceeds from this offering for general corporate purposes, which
may include capital expenditures, repurchases of its common stock
under its stock repurchase program, repayment or refinancing of
existing indebtedness, dividend payments and acquisitions. This
offering is expected to close on December 5, 2016, subject to
customary closing conditions.
The joint book-running managers for the offering are J.P. Morgan
Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Credit Suisse Securities (USA) LLC, and MUFG
Securities Americas Inc.
The co-managers (in alphabetical order) are BMO Capital Markets
Corp., BNY Mellon Capital Markets, LLC, PNC Capital Markets LLC,
SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and
Wells Fargo Securities, LLC.
The junior co-managers (in alphabetical order) are Deutsche Bank
Securities Inc., Fifth Third Securities, Inc. and HSBC Securities
(USA) Inc.
Analog Devices has filed a registration statement (including a
prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read these
documents and other documents Analog Devices has filed with the SEC
for more complete information about Analog Devices and this
offering. You may get these documents for free by visiting EDGAR on
the SEC website at www.sec.gov. Alternatively, Analog Devices or
any underwriter or dealer participating in the offering will
arrange to send you the prospectus if you request it by calling
J.P. Morgan Securities LLC (collect) at 1-212-834-4533; Merrill
Lynch, Pierce, Fenner & Smith Incorporated toll-free at
1-800-294-1322; Credit Suisse Securities (USA) LLC toll-free at
1-800-221-1037; or MUFG Securities Americas Inc. toll-free at (877)
649-6848.
About Analog Devices
Analog Devices designs and manufactures semiconductor products
and solutions. We enable our customers to interpret the world
around us by intelligently bridging the physical and digital with
unmatched technologies that sense, measure and connect.
Forward Looking Statements
This release may be deemed to contain forward-looking statements
regarding future events and our future results that are subject to
the safe harbor created under Private Securities Litigation Reform
Act of 1995 and other safe harbors under the Securities Act of 1933
(the “Securities Act”) and the Securities Exchange Act of 1934 (the
“Exchange Act”). All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements, including statements relating to the offering of the
notes and the use of proceeds therefrom, and statements regarding
the proposed acquisition of Linear Technology Corporation
(“Linear”) and the expected timing to close the transaction. 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: completion of the offering on the terms described, if
at all; the ability to satisfy the conditions to closing of the
proposed transaction with Linear, on the expected timing or at all;
the ability to obtain required regulatory approvals for the
proposed transaction, on the expected timing or at all, including
the potential for regulatory authorities to require divestitures in
connection with the proposed transaction; the occurrence of any
event that could give rise to the termination of the merger
agreement with Linear; the risk of stockholder litigation relating
to the proposed transaction, including resulting expense or delay;
higher than expected or unexpected costs associated with or
relating to the transaction; the risk that expected benefits,
synergies and growth prospects of the transaction may not be
achieved in a timely manner, or at all; the risk that Linear’s
business may not be successfully integrated with Analog Devices’
following the closing; the risk that Analog Devices and Linear will
be unable to retain and hire key personnel; and the risk that
disruption from the transaction may adversely affect Linear’s or
Analog Devices’ business and relationships with their customers,
suppliers or employees. You should pay particular attention to the
important risk factors and cautionary statements referenced in the
“Risk Factors” section of the prospectus related to the offering
referenced above, as well as the risk factors and cautionary
statements described in Analog Devices’ and Linear’s filings with
the Securities and Exchange Commission (“SEC”), including the risk
factors contained in each of Analog Devices’ and Linear’s most
recent Quarterly Reports on Form 10-Q and Annual Report on Form
10-K. 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.
Important Additional Information Will Be Filed With The
SEC
In connection with the proposed Merger, Analog Devices and
Linear have filed and will file relevant information with the SEC,
including a registration statement of Analog Devices on Form S-4
(the “registration statement”) that includes a prospectus of Analog
Devices and a proxy statement of Linear (the “proxy
statement/prospectus”). INVESTORS AND SECURITY HOLDERS OF LINEAR
ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ANALOG
DEVICES, LINEAR AND THE PROPOSED MERGER. A definitive proxy
statement/prospectus has been sent to Linear’s shareholders. The
registration statement, proxy statement/prospectus and other
documents filed by Analog Devices with the SEC may be obtained free
of charge at Analog Devices’ website at www.analog.com or at the
SEC’s website at www.sec.gov. These documents may also be obtained
free of charge from Analog Devices by requesting them by mail at
Analog Devices, Inc., One Technology Way, P.O. Box 9106, Norwood,
MA 02062-9106, Attention: Investor Relations, or by telephone at
(781) 461-3282. The documents filed by Linear with the SEC may be
obtained free of charge at Linear’s website at www.linear.com or at
the SEC’s website at www.sec.gov. These documents may also be
obtained free of charge from Linear by requesting them by mail at
Linear Technology Corporation, 1630 McCarthy Blvd., Milpitas, CA,
95035-7417, Attention: Investor Relations, or by telephone at (408)
432-2407.
Non-Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Analog Devices and the Analog Devices logo are registered
trademarks or trademarks of Analog Devices, Inc. All other
trademarks mentioned in this document are the property of their
respective owners.
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version on businesswire.com: http://www.businesswire.com/news/home/20161130006449/en/
Analog Devices, Inc.Ali Husain, 781-461-3282 (phone)781-461-3491
(fax)Treasurer and Director of Investor
Relationsinvestor.relations@analog.com
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