NORWOOD, Mass.--(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.
View source 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 Relations
investor.relations@analog.com
Source: Analog Devices, Inc.
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