Analog Devices, Inc. (Nasdaq: ADI) (“ADI” or the “Company”)
announced today that its wholly-owned subsidiary Maxim Integrated
Products, Inc. (“Maxim”) has received the requisite number of
consents to adopt certain proposed amendments (the “Amendments”) to
the indenture governing Maxim’s outstanding 3.450% Senior Notes due
2027 (the “Maxim Notes”). The results are based on early tenders in
the (i) offer to exchange (the “Exchange Offer”) any and all
outstanding Maxim Notes for up to $500,000,000 aggregate principal
amount of new notes to be issued by the Company (the “ADI Notes”)
and cash and (ii) the related solicitation of consents (the
“Consent Solicitation”) to adopt the Amendments to the indenture
governing the Maxim Notes, commenced by ADI on September 8,
2022.
The Amendments will become operative only upon the settlement of
the Exchange Offer, which is expected to occur promptly after the
Expiration Date (as defined below).
As of 5:00 p.m., New York City time, on September 21, 2022 (the
“Early Tender Date”), the principal amounts of Maxim Notes set
forth in the table below had been validly tendered and not validly
withdrawn (and consents thereby validly given and not validly
withdrawn). For each $1,000 principal amount of Maxim Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Date, eligible holders of Maxim Notes will be eligible to receive
$970 principal amount of ADI Notes and $1.00 in cash (the “Exchange
Consideration”), as well as an early tender premium of $30
principal amount of ADI Notes (the “Early Tender Premium”, and
together with the Exchange Consideration, the “Total
Consideration”).
Maxim Notes Tendered at the
Early Tender Date
Title of Maxim Notes
CUSIP
Principal Amount
Outstanding
Principal Amount
Percentage
3.450% Senior Notes due 2027
57772K AD3
$
500,000,000
$
438,212,000
87.64
%
The Exchange Offer and the Consent Solicitation will expire at
11:59 p.m., New York City time, on October 5, 2022, unless extended
or terminated (the “Expiration Date”). ADI is hereby amending the
terms of the Exchange Offer so that, for each $1,000 principal
amount of Maxim Notes validly tendered for exchange (and not
validly withdrawn) after the Early Tender Date but prior to the
Expiration Date, eligible holders of Maxim Notes will now also be
eligible to receive the Total Consideration.
The Exchange Offer and the Consent Solicitation are being made
pursuant to the terms and subject to the conditions set forth in
the confidential offering memorandum and consent solicitation
statement dated September 8, 2022 (the “Offering Memorandum”).
Documents relating to the Exchange Offer and the Consent
Solicitation will only be distributed to eligible holders of Maxim
Notes who complete and return an eligibility certificate confirming
that they are either a “qualified institutional buyer” under Rule
144A or not a “U.S. person” and outside the United States under
Regulation S for purposes of applicable securities laws. ADI has
agreed to file a registration statement pursuant to which it will
offer to exchange the ADI Notes for substantially similar new notes
that are registered under the Securities Act of 1933 and, in
certain circumstances, register the resale of the ADI Notes.
The complete terms and conditions of the Exchange Offer and the
Consent Solicitation are described in the Offering Memorandum,
copies of which may be obtained by contacting D.F. King & Co.,
Inc., the exchange agent and information agent in connection with
the Exchange Offer and the Consent Solicitation, at 877-864-5060
(toll-free) or 212-269-5550 (banks and brokers), or by email at
adi@dfking.com. The eligibility certificate is available
electronically at: www.dfking.com/adi and is also available by
contacting D.F. King & Co., Inc.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Exchange Offer and the Consent Solicitation are being
made solely pursuant to the Offering Memorandum and only to such
persons and in such jurisdictions as are permitted under applicable
law.
The ADI Notes offered in the Exchange Offer have not been
registered under the Securities Act of 1933, as amended, or any
state securities laws. Therefore, the ADI Notes may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws.
About Analog Devices
Analog Devices, Inc. (Nasdaq: ADI) operates at the center of the
modern digital economy, converting real-world phenomena into
actionable insight with its comprehensive suite of analog and mixed
signal, power management, radio frequency (RF), and digital and
sensor technologies. ADI serves 125,000 customers worldwide with
more than 75,000 products in the industrial, communications,
automotive, and consumer markets. ADI is headquartered in
Wilmington, MA.
Forward-Looking Statements:
This press release contains forward-looking statements regarding
future events and our future results that are subject to the safe
harbor created under the Private Securities Litigation Reform Act
of 1995 and other safe harbors under the Securities Act of 1933 and
the Securities Exchange Act of 1934. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements. These statements are based on current
expectations, estimates, forecasts, and projections about the
industries in which we operate and the beliefs and assumptions of
our management. Words such as “expects,” “anticipates,” “targets,”
“goals,” “projects,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “continues,” “may,” “could” and “will,” and variations
of such words and similar expressions are intended to identify such
forward-looking statements. In addition, any statements that refer
to the outcome of the Exchange Offer and the Consent Solicitation,
including the Expiration Date, the settlement of the Exchange
Offer, and amount of Total Consideration, as well as other
characterizations of future events or circumstances are
forward-looking statements. Readers are cautioned that these
forward-looking statements are only predictions and are subject to
risks, uncertainties, and assumptions that are difficult to
predict. Therefore, actual results may differ materially and
adversely from those expressed in any forward-looking statements.
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 risk factors
contained in “Risk Factors” in the Offering Memorandum and our
filings with the Securities and Exchange Commission, including the
risk factors contained in our 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, we do not undertake any
obligation to update forward-looking statements made by us to
reflect subsequent events or circumstances.
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.
(ADI-WEB)
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version on businesswire.com: https://www.businesswire.com/news/home/20220922005280/en/
Investor Contact: Analog Devices, Inc. Mr. Michael
Lucarelli Vice President of Investor Relations and FP&A
781-461-3282 investor.relations@analog.com
Media Contact: Analog Devices, Inc. Mr. Michael Schneider
Chief Communications Officer 973-868-1000 corpcomm@analog.com
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