UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 9, 2007
Analog Devices, Inc.
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(Exact Name of Registrant as Specified in Charter)
Massachusetts 1-7819 04-2348234
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(State or Other Juris- (Commission (IRS Employer
diction of Incorporation File Number) Identification No.)
One Technology Way, Norwood, MA 02062
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 329-4700
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement
On September 9, 2007, Analog Devices, Inc. ("Analog") entered into a
Purchase and Sale Agreement with MediaTek Inc. ("MediaTek") pursuant to which
Analog agreed to sell or license to MediaTek the assets related to its
Othello(R) radio and SoftFone(R) baseband chipset product lines, as well as
certain cellular handset baseband support operations (the "Business"), for
approximately $350 million in cash. The Purchase and Sale Agreement contains
customary representations and warranties, covenants, conditions and post-closing
indemnities. Following the closing of the transaction, Analog shall be subject
to certain non-competition covenants related to the activities of the Business
for a four-year period.
The transaction will also include the license by Analog to MediaTek of
certain technology and intellectual property rights related to the Business,
subject to certain field of use restrictions related to the activities of the
Business. In addition, Analog will receive a license back of the technology and
intellectual property to be sold to MediaTek, subject to certain restrictions on
use related to the activities of the Business for a seven-year period.
Analog has also agreed to provide MediaTek with various transition services
following the closing of the transaction.
The closing of the transaction is subject to the satisfaction of regulatory
requirements, the receipt of necessary consents, the execution by MediaTek of
certain license agreements and other closing conditions. Tax assessments and
additional closing costs will reduce the net amount of proceeds received by
Analog from the transaction.
A copy of the press release issued by Analog on September 10, 2007
concerning the foregoing transaction is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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99.1 Press Release of the Registrant, dated September 10, 2007
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ANALOG DEVICES, INC.
Date: September 13, 2007
By: /s/ Margaret K. Seif
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Margaret K. Seif
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of the Registrant, dated September 10, 2007.
Exhibit 99.1
MediaTek to Acquire Analog Devices Cellular Handset Radio and
Baseband Chipset Operations
HSINCHU, Taiwan & NORWOOD, Mass.--(BUSINESS WIRE)--Sept. 10,
2007--MediaTek, Inc. (TWSE: 2454, "MediaTek"), one of the world's leading
fabless semiconductor companies for wireless communications and digital media
solutions, today announced that it has signed a definitive agreement to acquire
the assets related to the Analog Devices, Inc. (NYSE: ADI) Othello(R) radio and
SoftFone(R) baseband chipset product lines, as well as certain cellular handset
baseband support operations, for approximately US$350 million in cash. These
product lines represented approximately US$230 million in revenue for ADI, based
on fiscal year 2006 financial results.
Through this acquisition, MediaTek's wireless handset division gains: a
global team of approximately 400 experienced product development and customer
support professionals; an established customer base around the world; new radio
transceiver and baseband chipset products, including GSM, GPRS, EDGE, WCDMA, and
TD-SCDMA chipsets, to further strengthen its existing portfolio; and key patents
and intellectual property to increase MediaTek's competitiveness.
ADI plans to continue to invest in the wireless handset market by focusing
on developing high-performance analog, micro-electro mechanical systems (MEMS),
and programmable digital signal processing (DSP) products that enhance the
audio, video, connectivity, and power efficiency capabilities in a range of
wireless multimedia devices. According to Jerald G. Fishman, ADI's president and
CEO, "This transaction will allow ADI to focus our resources in areas where our
signal processing expertise can provide unique capabilities and earn superior
returns. In addition, it unlocks the value of the Othello and SoftFone
operations by creating the scale needed to support the R&D investment required
for sustainable, long-term success."
"This is a winning transaction for customers of both companies," said
JiChang Hsu, general manager of MediaTek's wireless business. "With these added
resources, our customers will be assured a roadmap of innovative solutions
supported by a talented team that is focused on the needs of the wireless
handset industry. Moreover, this acquisition will also bolster MediaTek's global
operations and development in converging consumer solutions."
The boards of directors of both companies have approved the transaction,
which is expected to close near the end of 2007, following the satisfaction of
regulatory requirements and other customary closing conditions. Tax assessments
and any additional closing costs will reduce the net amount of proceeds received
by ADI from the transaction.
In ADI's recently completed third quarter of fiscal year 2007, revenue from
these product lines represented $43 million, or 6% of revenue. ADI plans to
account for the divested operations as a discontinued operation. Excluding these
operations, ADI estimates that its third quarter of fiscal year 2007 gross
margin as a percentage of revenue would have been approximately 170 basis points
higher, operating margin as a percentage of revenue would have been
approximately 200 basis points higher, and diluted earnings per share would have
been approximately $0.01 higher.
About MediaTek Inc.
MediaTek Inc. is a leading fabless semiconductor company for wireless
communications and digital media solutions. The company is a market leader and
pioneer in cutting-edge System-On-Chip system solutions for wireless
communications, high-definition digital TV, optical storage, and high-definition
DVD products. Founded in 1997 and listed on Taiwan Stock Exchange under the code
"2454", MediaTek is headquartered in Taiwan and has sales and research
subsidiaries in China, India, U.S., Korea and Singapore. For more information,
please visit MediaTek's website at www.mtk.com.tw.
About Analog Devices
Innovation, performance, and excellence are the cultural pillars on which
Analog Devices has built one of the most long-standing, high-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 around the world, representing virtually all types of
electronics equipment. Celebrating more than 40 years as a leading global
manufacturer of high-performance integrated circuits used in analog and digital
signal processing applications, Analog Devices is headquartered in Norwood,
Massachusetts, with design and manufacturing facilities throughout the world.
Analog Devices' common stock is listed on the New York Stock Exchange under the
ticker "ADI" and is included in the S&P 500 Index. For more information, please
visit ADI's website at www.analog.com
This press release contains forward-looking statements, which address a
variety of subjects including, for example, the expected closing of the
transaction between ADI and MediaTek, the expected benefits of the transaction
to ADI, MediaTek, and customers, and ADI's expected future investments.
Statements that are not historical facts, including statements about beliefs and
expectations, are forward-looking statements. Such statements are based on
current expectations and are subject to a number of factors and uncertainties
which could cause actual results to differ materially. 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 receipt of regulatory approvals, the
receipt of third-party consents, and other material closing conditions, any
failure of which to satisfy may delay or prevent the closing of the transaction;
the transaction may involve unexpected costs, thereby reducing the net proceeds
to ADI; the expected benefits of the transaction may not be achieved in a timely
manner, or at all; and disruption from the transaction may adversely affect
relationships with customers, suppliers, or employees. For detailed information
about factors that could cause ADI's actual results to differ materially from
those described in the forward-looking statements, please refer to ADI's filings
with the Securities and Exchange Commission, including ADI's most recent
Quarterly Report on Form 10-Q. Forward-looking statements represent management's
current expectations and are inherently uncertain. We do not undertake any
obligation to update forward-looking statements made by us.
CONTACT: Financial Inquiries:
Analog Devices, Inc.
Maria Tagliaferro, 781-461-3601
Director of Corporate Communications
maria.tagliaferro@analog.com
or
Press Inquiries:
Analog Devices Inc.
Colleen Cronin, 781-937-1622
Media Relations Manager
colleen.cronin@analog.com