Item 8.01 Other Events.
The information contained in Item 7.01 is incorporated herein by
reference.
This Current Report on Form 8-K contains forward-looking statements,
which address a variety of subjects including, for example, the expected
timing to close the Company’s acquisition of Linear. 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, 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; 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 the Company’s following the
closing; the risk that the Company 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 the Company’s 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 the Company’s filings with the Securities
and Exchange Commission ("SEC"), including the risk factors contained in
the Company’s 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, the Company does not undertake any obligation to update
forward-looking statements made by the Company to reflect subsequent
events or circumstances.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
99.1
|
|
Press release dated March 6, 2017
|
Important Additional Information Will Be Filed With The SEC
In connection with the proposed transaction, 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 TRANSACTION. 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.
SIGNATURE