- Analog Devices expects to close the
acquisition on March 10, 2017
- Analog Devices’ fiscal second
quarter 2017 revenue and earnings per share expected to be between
the mid-point and high end of guidance
- Analog Devices’ Chief Financial
Officer to leave company to pursue new opportunity; company
appoints interim CFO
Analog Devices, Inc. (NASDAQ: ADI) today announced that it has
received regulatory approval from the Ministry of Commerce
(“MOFCOM”) of China to complete its acquisition of Linear
Technology Corporation. MOFCOM clearance was the final required
regulatory approval, and the parties expect to complete the
acquisition on March 10, 2017.
“As we clear this final regulatory hurdle and prepare to close
this transaction, we are well positioned to begin integrating
Analog Devices and Linear Technology,” said Vincent Roche, ADI
President and Chief Executive Officer. “Since the transaction
announcement in July, our two organizations have been intensively
planning and preparing to move quickly to a united operation upon
close. As we now turn to that integration, we are excited about
creating additional value for our customers, employees and
shareholders.”
In connection with the closing, Linear Technology stockholders
will receive $46.00 in cash and 0.2321 of a share of Analog Devices
common stock per share of Linear Technology common stock. Following
the closing, Linear Technology shares will be delisted from trading
on the NASDAQ Global Select Market.
Updated Outlook for Second Quarter of Fiscal 2017
Analog Devices also revised its financial guidance for its
second fiscal quarter of 2017. The Company now expects revenue and
earnings per share to be between the mid-point and high end of
guidance.
Departure of Chief Financial Officer and Appointment of
Interim Chief Financial Officer
The Company has also announced that it has accepted the
resignation of its Chief Financial Officer, David Zinsner,
effective March 17, 2017. Mr. Zinsner will be leaving ADI to
pursue a new role as president of a venture-backed technology
company in the Boston area. Effective March 18, 2017, Eileen
Wynne, Analog Devices’ Vice President and Chief Accounting
Officer, will assume the role of interim CFO until a permanent
successor to Mr. Zinsner is named. The Company has commenced a
search for a new CFO.
Mr. Roche commented, “I would like to thank Dave for his
valuable contributions to ADI since he joined 8 years ago. His
commitment, achievements, and professionalism were exemplary
throughout his time with the Company, and we wish him every success
in his future endeavor. We have a deep bench of finance talent at
ADI, and I am confident that Eileen Wynne, our long-time Chief
Accounting Officer, will do an excellent job in this interim
period.”
Mr. Roche added, “In addition, I am very excited about the
possibilities for the Company after we combine with Linear
Technology Corporation. Our integration planning, which Dave had
overseen, is largely complete. We now shift into the execution
phase of our integration efforts, and as planned, our combined
management team will spearhead the critical work to combine our two
companies.”
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. Visit
http://www.analog.com.
Forward Looking
Statements
This press release contains forward-looking statements, which
address a variety of subjects including, for example, our
statements regarding expected revenue and earnings per share, the
expected benefits and synergies of the acquisition of Linear
Technology and the expected timing to close the transaction.
Statements that are not historical facts, including statements
about our beliefs, plans 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: any faltering in global economic
conditions or the stability of credit and financial markets,
erosion of consumer confidence and declines in customer spending,
unavailability of raw materials, services, supplies or
manufacturing capacity, changes in geographic, product or customer
mix, the ability to satisfy the conditions to closing of the
proposed transaction with Linear Technology, on the expected timing
or at all; the occurrence of any event that could give rise to the
termination of the merger agreement with Linear Technology; 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 Technology's business may
not be successfully integrated with Analog Devices' following the
closing; the risk that Analog Devices and Linear Technology will be
unable to retain and hire key personnel; and the risk that
disruption from the transaction may adversely affect Linear
Technology's or Analog Devices' business and relationships with
their 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 Analog Devices' filings with the Securities and Exchange
Commission ("SEC"), including the risk factors contained in Analog
Devices' most recent Quarterly Report 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, Analog Devices does not undertake any
obligation to update forward-looking statements made by Analog
Devices to reflect subsequent events or circumstances.
Important Additional Information Will
Be Filed With The SEC
In connection with the proposed transaction, Analog Devices and
Linear Technology 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
Technology (the "proxy statement/prospectus"). INVESTORS AND
SECURITY HOLDERS OF LINEAR TECHNOLOGY 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
TECHNOLOGY AND THE PROPOSED TRANSACTION. A definitive proxy
statement/prospectus has been sent to Linear Technology'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 Technology with the SEC may be obtained
free of charge at Linear Technology'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 Technology 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170306005682/en/
Investor ContactAnalog Devices:Ali Husain,
781-461-3282Treasurer & Director of Investor
Relationsinvestor.relations@analog.com
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