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
NORWOOD, Mass.--(BUSINESS WIRE)--
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
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.
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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Treasurer & Director of Investor
Source: Analog Devices, Inc.
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