- ADI expands RF portfolio with acquisition of microwave and
millimeter wave leader
- ADI reaffirms third quarter financial guidance
NORWOOD, Mass. & CHELMSFORD, Mass.--(BUSINESS WIRE)--
Analog Devices, Inc. (NASDAQ:ADI),
a global leader in high-performance semiconductors for signal processing
applications, and Hittite Microwave Corporation (NASDAQ:HITT),
an innovative designer and manufacturer of high performance integrated
circuits, modules, subsystems and instrumentation for RF, microwave and
millimeter wave applications, today announced that the two companies
have entered into a definitive agreement whereby ADI will acquire
Hittite for $78 per share in cash. The closing price of Hittite's common
stock on June 6, 2014 was $60.56 per share.
This agreement reflects a total enterprise value for Hittite of
approximately $2 billion. ADI expects to fund the acquisition through a
combination of cash on hand and short-term debt financing. The Boards of
Directors of each company have approved the transaction, which is
expected to close near the end of ADI's third fiscal quarter of 2014,
subject to regulatory approvals and other customary closing conditions.
The transaction is expected to be accretive to ADI's non-GAAP earnings
per share.
"Hittite's strength in RF, microwave, and millimeter wave technology
complements ADI's RF and signal conversion expertise," said Vincent
Roche, ADI President and CEO. "Our combined capabilities will enable us
to bring more complete solutions to our customers and address more of
the industrial, communications infrastructure, and automotive markets."
"We welcome the very talented Hittite team, as we together leverage our
strong product portfolios and customer relationships to create greater
value for all our stakeholders," said Mr. Roche.
Rick D. Hess, President and Chief Executive Officer of Hittite added,
"We are delighted to join forces with ADI, a premier company that shares
Hittite's passion for solving complex challenges for customers. I look
forward to joining Analog Devices and I am confident our combined
efforts will accelerate the course of innovation throughout cellular and
microwave communications infrastructure, automotive, industrial
instrumentation, aerospace and defense."
ADI also reaffirmed financial guidance for its third quarter of fiscal
year 2014, for revenue to increase in the range of 1% to 5%, and
excluding any one-time items, for diluted earnings per share to be in
the range of $0.60 to $0.64.
Credit Suisse acted as exclusive financial advisor to Analog Devices,
and WilmerHale served as its legal advisor. Deutsche Bank acted as
exclusive financial advisor to Hittite. Foley Hoag acted as legal
advisor.
Conference Call Information
ADI and Hittite will host a joint conference call on June 9, 2014 at 8am
ET to discuss the acquisition. Presentation slides accompanying the
webcast are also accessible at investor.analog.com.
Investors may join via webcast, accessible at investor.analog.com,
or by telephone (call 800-859-9560 ten minutes before the call begins
and provide the password "ADI").
A replay of the call will be made available and may be accessed for up
to two weeks by dialing 855-859-2056 (replay only) and providing the
conference ID: 58177775, or by visiting investor.analog.com.
Important Additional Information Will Be Filed with the Securities
and Exchange Commission
This press release is neither an offer to purchase nor a solicitation of
an offer to sell shares of Hittite. At the time the tender offer is
commenced, ADI will file with the Securities and Exchange Commission
("SEC") and mail to Hittite's stockholders a Tender Offer Statement and
Hittite will file with the SEC and mail to its stockholders a Tender
Offer Solicitation/Recommendation Statement in connection with the
transaction. These documents will contain important information about
ADI, Hittite, the transaction and other related matters. Investors and
security holders are urged to read each of these documents carefully
when they are available. Investors and security holders will be able to
obtain free copies of the Tender Offer Statement, the Tender Offer
Solicitation/Recommendation Statement and other documents filed with the
SEC by ADI and Hittite through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free
copies of these documents from ADI or Hittite by contacting ADI's
Director of Investor Relations at Analog Devices, Inc., One Technology
Way, Norwood, Massachusetts 02062; telephone: 781-461-3282 or by
contacting Hittite's Chief Financial Officer at Hittite Microwave
Corporation, 2 Elizabeth Drive Chelmsford, Massachusetts 01824;
telephone: 978-250-3343.
Forward-Looking Statements
This press release contains forward-looking statements, which address
a variety of subjects including, for example, the expected timetable for
closing of the transaction between ADI and Hittite, the expected
benefits and synergies of the transaction, including the effect of the
transaction on ADI's non-GAAP earnings, ADI's expected product
development and technical advances resulting from the transaction, the
availability of debt financing for the transaction and ADI's guidance
for the remainder of its fiscal year 2014. Statements that are not
historical facts, including statements about our beliefs 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: the closing of the transaction is subject to
the tender of shares by Hittite stockholders representing at least a
majority of the outstanding fully-diluted shares; the receipt of
regulatory approvals, and other closing conditions, the non-satisfaction
of which may delay or prevent the closing of the transaction; higher
than expected or unexpected costs associated with or relating to the
transaction; the expected benefits, synergies and growth prospects of
the transaction may not be achieved in a timely manner, or at all;
Hittite's business may not be successfully integrated with ADI's
following the closing; and disruption from the transaction may adversely
affect Hittite's relationships with its 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 both ADI's and Hittite's
filings with the Securities and Exchange Commission, including the risk
factors contained in each of ADI's and Hittite's most recent Quarterly
Reports on Form 10-Q. 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.
About Analog Devices
Innovation, performance, and excellence are the cultural pillars on
which Analog Devices has built one of the longest standing, highest
growth companies within the technology sector. Acknowledged
industry-wide as the world leader in data conversion and signal
conditioning technology, Analog Devices serves over 60,000 customers,
representing virtually all types of electronic equipment. Analog Devices
is headquartered in Norwood, Massachusetts, with design and
manufacturing facilities throughout the world. Analog Devices' common
stock is included in the S&P 500 Index.
About Hittite
Hittite Microwave Corporation (HITT) designs and develops high
performance integrated circuits, modules, and subsystems for technically
demanding radio frequency (RF) microwave and millimeter wave
applications. These applications include cellular, optical, and
satellite communications, as well as medical and scientific imaging,
industrial instrumentation, aerospace, and defense electronics. With
almost 30 years of experience and innovation, Hittite has a deep
knowledge of analog, digital and mixed-signal semiconductor technology,
from the device level to the design and assembly of complete subsystems.
ADI Investors:
Analog Devices, Inc.
Mr.
Ali Husain, 781-461-3282
781-461-3491 (fax)
investor.relations@analog.com
or
ADI
Press:
Analog Devices, Inc.
Mr. Bob Olson, 781-937-1666
bob.olson@analog.com
or
Hittite
PR Contact:
Mr. Bill Boecke, Chief Financial Officer
bill.boecke@hittite.com
Source: Analog Devices, Inc.
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