S-4/A
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As filed with the U.S. Securities and Exchange Commission on September 1, 2020

Registration No. 333-248092

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 1

To

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Analog Devices, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Massachusetts   3674   04-2348234
(State of Incorporation)  

(Primary Standard Industrial

Classification Code Number)

 

(IRS Employer

Identification No.)

One Technology Way

Norwood, Massachusetts 02062-9106

Telephone: (781) 329-4700

(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Margaret K. Seif, Esq.

Chief People Officer and Chief Legal Officer

Analog Devices, Inc.

One Technology Way

Norwood, Massachusetts 02062-9106

Telephone: (781) 329-4700

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

 

 

With a copy to:

 

Mark Gordon, Esq.

Jenna E. Levine, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

 

Mark Casper, Esq.

Vice President & General Counsel

Maxim Integrated Products, Inc.

160 Rio Robles

San Jose, California 95134

(408) 601-1000

 

Craig W. Adas, Esq.

Weil, Gotshal & Manges LLP

201 Redwood Shores Parkway

Redwood City, California 94065

(650) 802-3000

  

Michael J. Aiello, Esq.

Weil, Gotshal & Manges LLP

757 Fifth Avenue

New York, New York 10153

(212) 310-8000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer  Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

 

 

 


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The information in this joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this joint proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued or sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED SEPTEMBER 1, 2020

 

LOGO                                  LOGO             

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Analog Devices Shareholders and Maxim Stockholders:

On July 12, 2020, Analog Devices, Inc., which is referred to as “Analog Devices,” Magneto Corp., a wholly owned subsidiary of Analog Devices, which is referred to as “Acquisition Sub,” and Maxim Integrated Products, Inc., which is referred to as “Maxim,” entered into an Agreement and Plan of Merger, as it may be amended from time to time, which is referred to as the “merger agreement,” that provides for the acquisition of Maxim by Analog Devices. Upon the terms and subject to the conditions of the merger agreement, Analog Devices will acquire Maxim through a merger of Acquisition Sub with and into Maxim, with Maxim continuing as the surviving corporation and becoming a wholly owned subsidiary of Analog Devices. The combined company will be named Analog Devices.

Upon the successful completion of the merger, each issued and outstanding share of Maxim common stock (other than treasury shares and shares held by Analog Devices or Acquisition Sub) will be converted into the right to receive 0.6300 of a share of Analog Devices common stock, which number is referred to as the “exchange ratio,” with cash (without interest and less any applicable withholding taxes) being paid in lieu of any fractional shares of Analog Devices common stock that Maxim stockholders would otherwise be entitled to receive. Analog Devices shareholders will continue to own their existing Analog Devices shares.

The exchange ratio is fixed and will not be adjusted for changes in the market price of either Analog Devices common stock or Maxim common stock between the date of signing of the merger agreement and the completion date of the merger. Based on the number of shares of Analog Devices common stock and Maxim common stock outstanding on August 31, 2020, upon completion of the merger, we expect that former Maxim stockholders would own approximately 31% of the outstanding shares of Analog Devices common stock and Analog Devices shareholders immediately prior to the merger would own approximately 69% of the outstanding shares of Analog Devices common stock. Analog Devices common stock is traded on the Nasdaq Global Select Market, which is referred to as “Nasdaq,” under the symbol “ADI.” Maxim common stock is traded on Nasdaq under the symbol “MXIM.” We encourage you to obtain current quotes for the common stock of both Analog Devices and Maxim.

Because the exchange ratio is fixed, the market value of the merger consideration to Maxim stockholders will fluctuate with the market price of the Analog Devices common stock and will not be known at the time that Maxim stockholders vote on the merger. Based on the $124.50 per share closing price of Analog Devices common stock on the Nasdaq on July 10, 2020, the last full trading day before the public announcement of the merger agreement, the implied value of the merger consideration to Maxim stockholders was approximately $78.44 per share of Maxim common stock. On August 31, 2020, the latest practicable trading day before the date of the filing of the accompanying joint proxy statement/prospectus, the closing price of Analog Devices common stock on the Nasdaq was $116.88 per share, resulting in an implied value of the merger consideration to Maxim stockholders of $73.63 per share of Maxim common stock.

Analog Devices and Maxim will each hold special meetings of their respective shareholders to vote on the proposals necessary to complete the proposed merger. Such special meetings are referred to as the “Analog Devices special meeting” and the “Maxim special meeting,” respectively.


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At the Analog Devices special meeting, Analog Devices shareholders will be asked to consider and vote on (1) a proposal to approve the issuance of shares of Analog Devices common stock to Maxim stockholders in connection with the merger, which proposal is referred to as the “Analog Devices share issuance proposal,” and (2) a proposal to adjourn the Analog Devices special meeting to solicit additional proxies if there are insufficient votes to approve the Analog Devices share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Analog Devices shareholders. The board of directors of Analog Devices unanimously recommends that Analog Devices shareholders vote “FOR” each of the proposals to be considered at the Analog Devices special meeting.

At the Maxim special meeting, Maxim stockholders will be asked to consider and vote on (1) a proposal to adopt the merger agreement, which proposal is referred to as the “Maxim merger proposal,” (2) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Maxim’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement and (3) a proposal to adjourn the Maxim special meeting to solicit additional proxies, if necessary or appropriate, if there are insufficient votes to approve the Maxim merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Maxim stockholders. The board of directors of Maxim unanimously recommends that Maxim stockholders vote “FOR” each of the proposals to be considered at the Maxim special meeting.

We cannot complete the merger unless the Analog Devices share issuance proposal is approved by Analog Devices shareholders and the Maxim merger proposal is approved by Maxim stockholders. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to attend your company’s respective special meeting, please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope or call the toll-free telephone number or use the Internet as described in the instructions included with your proxy card in order to authorize the individuals named on your proxy card to vote your shares at the applicable special meeting.

The accompanying joint proxy statement/prospectus provides you with important information about the special meetings, the merger, and each of the proposals. We encourage you to read the entire document carefully, in particular the “Risk Factors” section beginning on page 35 for a discussion of risks relevant to the merger.

We look forward to the successful completion of the merger.

Sincerely,

 

Vincent Roche

President and Chief Executive Officer

Analog Devices, Inc.

  

Tunç Doluca

President and Chief Executive Officer

Maxim Integrated Products, Inc.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, the adoption of the merger agreement, the Analog Devices common stock to be issued in the merger or any of the other transactions described in this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [●], 2020 and is first being mailed to the shareholders of Analog Devices and stockholders of Maxim on or about [●], 2020.


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LOGO

Analog Devices, Inc.

One Technology Way

Norwood, Massachusetts 02062-9106

(781) 329-4700

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 8, 2020

To the Shareholders of Analog Devices, Inc.:

Notice is hereby given that Analog Devices, Inc., which is referred to as “Analog Devices,” will hold a special meeting of its shareholders, which is referred to as the “Analog Devices special meeting,” at Analog Devices’ offices located at One Technology Way, Norwood, Massachusetts 02062, on October 8, 2020 beginning at 11:00 a.m., Eastern Time, for the purpose of considering and voting on the following proposals:

 

  1.

to approve the issuance of shares of Analog Devices common stock to the stockholders of Maxim Integrated Products, Inc., which is referred to as “Maxim,” in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of July 12, 2020, as it may be amended from time to time, which is referred to as the “merger agreement,” by and among Analog Devices, Magneto Corp., a Delaware corporation and wholly owned subsidiary of Analog Devices, and Maxim, which issuance is referred to as the “share issuance” and which proposal is referred to as the “Analog Devices share issuance proposal”; and

 

  2.

to approve the adjournment of the Analog Devices special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Analog Devices special meeting to approve the Analog Devices share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Analog Devices shareholders, which proposal is referred to as the “Analog Devices adjournment proposal.”

Analog Devices will transact no other business at the Analog Devices special meeting except such business as may properly be brought before the Analog Devices special meeting or any adjournment or postponement thereof. The accompanying joint proxy statement/prospectus, including the merger agreement attached thereto as Annex A, contains further information with respect to these matters.

Only holders of record of Analog Devices common stock at the close of business on August 31, 2020, the record date for voting at the Analog Devices special meeting, which is referred to as the “Analog Devices record date,” are entitled to notice of and to vote at the Analog Devices special meeting and any adjournments or postponements thereof.

The board of directors of Analog Devices, which is referred to as the “Analog Devices board of directors,” unanimously determined that the merger and the share issuance are fair to and in the best interests of Analog Devices and its shareholders, and approved and declared advisable the merger agreement. Accordingly, the Analog Devices board of directors unanimously recommends that Analog Devices shareholders vote:

 

   

“FOR” the Analog Devices share issuance proposal; and

 

   

“FOR” the Analog Devices adjournment proposal.

Your vote is very important, regardless of the number of shares of Analog Devices common stock you own. The parties cannot complete the merger unless the Analog Devices share issuance proposal is approved by Analog Devices shareholders. Assuming a quorum is present, the approval of the Analog Devices share issuance proposal requires the affirmative vote of a majority of votes cast on the proposal.

Whether or not you plan to attend the Analog Devices special meeting in person, Analog Devices urges you to please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid


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envelope, call the toll-free telephone number or use the Internet as described in the instructions included with the proxy card, so that your shares may be represented and voted at the Analog Devices special meeting. If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder) and you wish to vote in person at the Analog Devices special meeting, you must obtain a legal proxy from your bank, broker or other nominee and bring the legal proxy to the meeting in order to vote in person at the Analog Devices special meeting.

We currently plan to hold the Analog Devices special meeting as presented in this notice. However, due to concerns about the COVID-19 pandemic and limitations on the size of public gatherings, we may hold the Analog Devices special meeting solely by means of remote communication. In that event, we will announce any change as promptly as practicable, and details on how to participate will be issued by press release, posted on our website and filed with the U.S. Securities and Exchange Commission as supplemental proxy material.

Due to the COVID-19 pandemic, social distancing guidelines and limitations on the size of public gatherings, shareholders who wish to attend the Analog Devices special meeting in person must register in advance by contacting Analog Devices by phone at (781) 461-3282 no later than the close of business on October 1, 2020, or by delivering notice (which must be received no later than the close of business on October 1, 2020) to the following address: Analog Devices, Inc., Attn: Investor Relations, 1 Analog Way, Wilmington, Massachusetts 01887. Due to space constraints and social distancing guidelines, only shareholders as of the record date (or their legal proxies) who have registered in advance and have a valid confirmation of registration will be admitted to the Analog Devices special meeting. If you are a shareholder of record as of the record date, your name will be verified against the list of shareholders of record as of the record date prior to your admission to the Analog Devices special meeting. If you are a proxyholder, you will be required to present a validly executed written legal proxy of a shareholder as of the record date in order to be admitted to the meeting. In addition, anyone who attends the Analog Devices special meeting in person will be subject to heightened screening procedures, including health screening procedures. These procedures are designed to comply with applicable legal restrictions and to promote the health and safety of attendees at the meeting.

If you have any questions about the merger, please contact Analog Devices at (781) 461-3282 or write to Analog Devices, Inc., Attn: Investor Relations, 1 Analog Way, Wilmington, Massachusetts 01887.

If you have any questions about how to vote or direct a vote in respect of your shares of Analog Devices common stock, you may contact our proxy solicitor, Innisfree M&A Incorporated, at (888) 750-5834.

By Order of the Board of Directors,

Margaret K. Seif

Chief People Officer and Chief Legal Officer

Norwood, Massachusetts

Dated: [●], 2020


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LOGO

Maxim Integrated Products, Inc.

160 Rio Robles

San Jose, California 95134

(408) 601-1000

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 8, 2020

To the Stockholders of Maxim Integrated Products, Inc.:

Notice is hereby given that Maxim Integrated Products, Inc., which is referred to as “Maxim,” will hold a special meeting of its stockholders, which is referred to as the “Maxim special meeting,” virtually via the Internet, on October 8, 2020, beginning at 8:00 a.m., Pacific Time.

In light of the ongoing COVID-19 (coronavirus) pandemic, the Maxim special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the Maxim special meeting online and to vote your shares electronically at the meeting by visiting www.virtualshareholdermeeting.com/MXIM2020EGM, which is referred to as the “Maxim special meeting website.”

The Maxim special meeting will be held for the purpose of Maxim stockholders considering and voting on the following proposals:

 

  1.

to adopt the Agreement and Plan of Merger, dated as of July 12, 2020 (as it may be amended from time to time), which is referred to as the “merger agreement,” by and among Analog Devices, Inc., which is referred to as “Analog Devices,” Magneto Corp., a Delaware corporation and wholly-owned subsidiary of Analog Devices, which is referred to as “Acquisition Sub,” and Maxim, which proposal is referred to as the “Maxim merger proposal”;

 

  2.

to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Maxim’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement, which proposal is referred to as the “Maxim compensation proposal”; and

 

  3.

to approve the adjournment of the Maxim special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Maxim special meeting to approve the Maxim merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Maxim stockholders, which proposal is referred to as the “Maxim adjournment proposal”.

Maxim will transact no other business at the Maxim special meeting except such business as may properly be brought before the Maxim special meeting or any adjournment or postponement thereof. The accompanying joint proxy statement/prospectus, including the merger agreement attached thereto as Annex A, contains further information with respect to these matters.

Only holders of record of Maxim common stock at the close of business on August 31, 2020, the record date for determining stockholders entitled to notice of, and to vote at, the Maxim special meeting, which is referred to as the “Maxim record date,” are entitled to notice of and to vote at the Maxim special meeting and any adjournments or postponements thereof.

The board of directors of Maxim, which is referred to as the “Maxim board of directors,” has unanimously approved and declared advisable the merger agreement and the consummation of the transactions contemplated


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by the merger agreement, including the merger of Acquisition Sub with and into Maxim, which is referred to as the “merger,” on the terms and subject to the conditions set forth in the merger agreement. The Maxim board of directors unanimously recommends that Maxim stockholders vote “FOR” the Maxim merger proposal, “FOR” the Maxim compensation proposal and “FOR” the Maxim adjournment proposal.

Your vote is very important, regardless of the number of shares of Maxim common stock you own. The parties cannot complete the transactions contemplated by the merger agreement, including the merger, without approval of the Maxim merger proposal. Assuming a quorum is present, the approval of the Maxim merger proposal requires the affirmative vote of a majority of the outstanding shares of Maxim common stock entitled to vote on the Maxim merger proposal.

Your vote is important. Whether or not you plan to attend the Maxim special meeting via the Maxim special meeting website, Maxim urges you to please promptly mark, sign and date the accompanying proxy and return it in the enclosed postage-paid envelope, which requires no postage if mailed in the United States, or to submit your votes electronically by calling the toll-free telephone number or using the Internet as described in the instructions included with the accompanying proxy card, so that your shares may be represented and voted at the Maxim special meeting. If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of Maxim stockholders entitled to vote at the Maxim special meeting will be available at our headquarters for examination by any Maxim stockholder for any purpose germane to the meeting for a period of at least ten days prior to the Maxim special meeting. If you would like to examine the list of Maxim stockholders of record, please contact Maxim’s Corporate Secretary at (408) 601-1000 to schedule an appointment or request access. If our headquarters are closed for health and safety reasons related to the coronavirus (COVID-19) pandemic during such period, the list of stockholders will be made available for examination electronically upon request to our Corporate Secretary, subject to our satisfactory verification of stockholder status. The list of Maxim stockholders entitled to vote at the Maxim special meeting will also be available for examination by any Maxim stockholder during the Maxim special meeting via the Maxim special meeting website at www.virtualshareholdermeeting.com/MXIM2020EGM.

If you have any questions about the merger, please contact Maxim at (408) 601-1000 or write to Maxim Integrated Products, Inc., Attn: Corporate Secretary, 160 Rio Robles, San Jose, California 95134.

If you have any questions about how to vote or direct a vote in respect of your shares of Maxim common stock, you may contact Maxim’s proxy solicitor, D.F. King & Co, Inc., toll-free at (800) 331-7543 or by e-mail at MXIM@dfking.com. Banks and brokers may call (212) 269-5550.

By Order of the Board of Directors,

Mark Casper

Vice President, General Counsel and

Corporate Secretary

San Jose, California

Dated: [●], 2020


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REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Analog Devices and Maxim from other documents that Analog Devices and Maxim have filed with the U.S. Securities and Exchange Commission, which is referred to as the “SEC,” and that are not contained in and are instead incorporated by reference into this joint proxy statement/prospectus. For a listing of documents incorporated by reference into this joint proxy statement/prospectus, please see the section entitled “Where You Can Find More Information” beginning on page 195. This information is available for you free of charge to review through the SEC’s website at www.sec.gov.

You may request a copy of this joint proxy statement/prospectus and any of the documents incorporated by reference into this joint proxy statement/prospectus or other information filed with the SEC by Analog Devices or Maxim, without charge, by written or telephonic request directed to the appropriate company or its proxy solicitor at the following contacts:

 

For Analog Devices shareholders:

 

Analog Devices, Inc.

1 Analog Way

Wilmington, Massachusetts 01887

(781) 461-3282

Attention: Investor Relations

  

For Maxim stockholders:

 

Maxim Integrated Products, Inc.

160 Rio Robles

San Jose, California 95134

(408) 601-1000

Attention: Corporate Secretary

In order for you to receive timely delivery of the documents in advance of the special meeting of Analog Devices shareholders to be held on October 8, 2020, which is referred to as the “Analog Devices special meeting,” or the special meeting of Maxim stockholders to be held on October 8, 2020, which is referred to as the “Maxim special meeting,” as applicable, you must request the information no later than October 1, 2020.

If you have any questions about the Analog Devices special meeting or the Maxim special meeting, or need to obtain proxy cards or other information, please contact the applicable company’s proxy solicitor set forth below:

 

For Analog Devices shareholders:

 

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Call Toll-Free: (888) 750-5834

Banks and Brokers Call: (212) 750-5833

  

For Maxim stockholders:

 

D.F. King & Co, Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Call Toll-Free: (800) 331-7543

Banks and Brokers Call: (212) 269-5550

MXIM@dfking.com

The contents of the websites of the SEC, Analog Devices, Maxim or any other entity are not being incorporated into this joint proxy statement/prospectus. The information about how you can obtain certain documents that are incorporated by reference into this joint proxy statement/prospectus at these websites is being provided only for your convenience.


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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Analog Devices (Registration No. 333-248092), constitutes a prospectus of Analog Devices under Section 5 of the Securities Act of 1933, as amended, which is referred to as the “Securities Act,” with respect to the shares of common stock of Analog Devices to be issued to Maxim stockholders pursuant to the Agreement and Plan of Merger, dated as of July 12, 2020, as it may be amended from time to time, by and among Analog Devices, Acquisition Sub and Maxim, which is referred to as the “merger agreement.” This document also constitutes a proxy statement of each of Analog Devices and Maxim under Section 14(a) of the Securities Exchange Act of 1934, as amended, which is referred to as the “Exchange Act.” It also constitutes a notice of meeting with respect to the Analog Devices special meeting and a notice of meeting with respect to the Maxim special meeting.

Analog Devices has supplied all information contained or incorporated by reference into this joint proxy statement/prospectus relating to Analog Devices and Acquisition Sub, and Maxim has supplied all such information relating to Maxim. Analog Devices and Maxim have both contributed to the information related to the merger contained in this joint proxy statement/prospectus.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. Analog Devices and Maxim have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [●], 2020, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

Further, you should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to Analog Devices shareholders or Maxim stockholders nor the issuance by Analog Devices of shares of its common stock pursuant to the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Unless otherwise indicated or the context otherwise requires, all references in this joint proxy statement/prospectus to:

 

   

“Acquisition Sub” refer to Magneto Corp., a Delaware corporation and wholly owned subsidiary of Analog Devices formed for the purpose of effecting the merger as described in this joint proxy statement/prospectus;

 

   

“Analog Devices” refer to Analog Devices, Inc., a Massachusetts corporation;

 

   

“Analog Devices adjournment proposal” refer to the proposal to adjourn the Analog Devices special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Analog Devices share issuance proposal, or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Analog Devices shareholders;

 

   

“Analog Devices board of directors” refer to the board of directors of Analog Devices;

 

   

“Analog Devices common stock” refer to the common stock of Analog Devices, par value $0.16 2/3 per share;

 

   

“Analog Devices record date” refer to August 31, 2020;

 

   

“Analog Devices share issuance proposal” refer to the proposal that Analog Devices shareholders approve the issuance of shares of Analog Devices common stock to Maxim stockholders in connection with the merger;


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“Analog Devices special meeting” refer to the special meeting of Analog Devices shareholders to consider and vote upon the Analog Devices share issuance proposal and related matters;

 

   

“BofA Securities” refer to BofA Securities, Inc., financial advisor to Analog Devices in connection with the proposed merger;

 

   

“Code” refer to Internal Revenue Code of 1986, as amended;

 

   

“combined company” refer to Analog Devices immediately following completion of the merger and the other transactions contemplated by the merger agreement;

 

   

“DGCL” refer to the General Corporation Law of the State of Delaware;

 

   

“DOJ” refer to the Department of Justice Antitrust Division;

 

   

“effective time” refer to the date and time when the merger becomes effective under the DGCL, which will be the date and time at which the certificate of merger with respect to the merger is filed with the Secretary of State of the State of Delaware, or such later date and time as may be mutually agreed to in writing by Analog Devices and Maxim and specific in the certificate of merger;

 

   

“end date” refer to July 12, 2021, the date on which, subject to certain limitations in the merger agreement, the merger agreement may be terminated and the merger abandoned by either Maxim or Analog Devices (which date will be automatically extended in certain circumstances related to the receipt of required regulatory approvals or the absence of restraints under certain competition laws to October 12, 2021, and, subsequently, to January 12, 2022, pursuant to the terms of the merger agreement);

 

   

“Exchange Act” refer to the Securities Exchange Act of 1934, as amended;

 

   

“exchange ratio” refer to 0.6300, which figure reflects the number of shares of Analog Devices common stock that Maxim stockholders will be entitled to receive in the merger for each share of Maxim common stock held immediately prior to the effective time;

 

   

“FTC” refer to the Federal Trade Commission;

 

   

“GAAP” refer to U.S. generally accepted accounting principles;

 

   

“HSR Act” refer to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

 

   

“J.P. Morgan” refer to J.P. Morgan Securities LLC, financial advisor to Maxim in connection with the proposed merger;

 

   

“Maxim” refer to Maxim Integrated Products, Inc., a Delaware corporation;

 

   

“Maxim adjournment proposal” refer to the proposal to adjourn the Maxim special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Maxim merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Maxim stockholders;

 

   

“Maxim board of directors” refer to the board of directors of Maxim;

 

   

“Maxim common stock” refer to the common stock of Maxim, par value $0.001 per share;

 

   

“Maxim compensation proposal” refer to the proposal that Maxim stockholders approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Maxim’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement;

 

   

“Maxim merger proposal” refer to the proposal that Maxim stockholders adopt the merger agreement;

 

   

“Maxim record date” refer to August 31, 2020;

 

   

“Maxim special meeting” refer to the special meeting of Maxim stockholders to consider and vote upon the Maxim merger proposal and related matters;

 

   

“merger” refer to the merger of Acquisition Sub with and into Maxim;

 

   

“merger agreement” refer to the Agreement and Plan of Merger, dated as of July 12, 2020, as it may be amended from time to time, by and among Analog Devices, Acquisition Sub and Maxim;


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“Morgan Stanley” refer to Morgan Stanley & Co. LLC, financial advisor to Analog Devices in connection with the proposed merger;

 

   

“Nasdaq” refer to the Nasdaq Global Select Market;

 

   

“Securities Act” refer to the Securities Act of 1933, as amended; and

 

   

“share issuance” refer to the issuance of shares of Analog Devices common stock to Maxim stockholders in connection with the merger.


Table of Contents

TABLE OF CONTENTS

 

QUESTIONS AND ANSWERS

     1  

SUMMARY

     14  

The Parties to the Merger

     14  

The Merger and the Merger Agreement

     14  

Merger Consideration

     15  

Treatment of Maxim Equity Awards

     15  

Recommendation of the Analog Devices Board of Directors; Analog Devices’ Reasons for the Merger

     15  

Recommendation of the Maxim Board of Directors; Maxim’s Reasons for the Merger

     16  

Opinions of Analog Devices’ Financial Advisors

     16  

Opinion of Maxim’s Financial Advisor

     17  

The Analog Devices Special Meeting

     17  

The Maxim Special Meeting

     18  

Interests of Analog Devices’ Directors and Executive Officers in the Merger

     20  

Interests of Maxim’s Directors and Executive Officers in the Merger

     20  

Governance of the Combined Company

     21  

Organizational Documents and Officers and Directors of the Surviving Corporation

     21  

Certain Beneficial Owners of Analog Devices Common Stock

     21  

Certain Beneficial Owners of Maxim Common Stock

     21  

Regulatory Approvals

     22  

Ownership of the Combined Company

     22  

Litigation Relating to the Merger

     22  

No Appraisal Rights

     23  

Conditions to the Completion of the Merger

     23  

No Solicitation of Acquisition Proposals

     23  

No Change of Recommendation

     24  

Termination of the Merger Agreement

     25  

Termination Fees

     25  

Accounting Treatment

     25  

Material U.S. Federal Income Tax Consequences of the Merger

     26  

Comparison of the Rights of Analog Devices Shareholders and Maxim Stockholders

     26  

Listing of Analog Devices Common Stock; Delisting and Deregistration of Maxim Common Stock

     27  

Risk Factors

     27  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ANALOG DEVICES

     28  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MAXIM

     29  

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     30  

COMPARATIVE HISTORICAL UNAUDITED PRO FORMA PER SHARE DATA

     32  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     33  

RISK FACTORS

     35  

Risks Relating to the Merger

     35  

Risks Relating to the Combined Company

     45  

Other Risk Factors of Analog Devices and Maxim

     50  

THE PARTIES TO THE MERGER

     51  

THE ANALOG DEVICES SPECIAL MEETING

     53  

Date, Time and Place of the Analog Devices Special Meeting

     53  

Matters to Be Considered at the Analog Devices Special Meeting

     53  

Recommendation of the Analog Devices Board of Directors

     53  

Record Date for the Analog Devices Special Meeting and Voting Rights

     54  

Quorum; Abstentions and Broker Non-Votes

     54  

 

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Required Votes; Vote of Analog Devices’ Directors and Executive Officers

     55  

Methods of Voting

     55  

Revocability of Proxies

     56  

Proxy Solicitation Costs

     57  

Attending the Analog Devices Special Meeting

     57  

Householding

     57  

Tabulation of Votes

     58  

Adjournments

     58  

Assistance

     58  

ANALOG DEVICES PROPOSAL 1: APPROVAL OF THE SHARE ISSUANCE

     59  

ANALOG DEVICES PROPOSAL 2: ADJOURNMENT OF THE ANALOG DEVICES SPECIAL MEETING

     60  

THE MAXIM SPECIAL MEETING

     61  

Date, Time and Place of the Maxim Special Meeting

     61  

Matters to Be Considered at the Maxim Special Meeting

     61  

Recommendation of the Maxim Board of Directors

     61  

Record Date for the Maxim Special Meeting and Voting Rights

     62  

Quorum; Abstentions and Broker Non-Votes

     62  

Required Votes

     63  

Vote of Maxim’s Directors and Executive Officers

     64  

Methods of Voting

     64  

Revocability of Proxies

     65  

Proxy Solicitation Costs

     66  

Attending the Maxim Special Meeting

     66  

Householding

     67  

Tabulation of Votes

     67  

Adjournments

     67  

Assistance

     68  

MAXIM PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

     69  

MAXIM PROPOSAL 2: ADVISORY (NON-BINDING) VOTE ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE OFFICERS

     70  

MAXIM PROPOSAL 3: ADJOURNMENT OF THE MAXIM SPECIAL MEETING

     71  

THE MERGER

     72  

General

     72  

Merger Consideration

     72  

Background of the Merger

     72  

Recommendation of the Analog Devices Board of Directors; Analog Devices’ Reasons for the Merger

     78  

Recommendation of the Maxim Board of Directors; Maxim’s Reasons for the Merger

     81  

Opinions of Analog Devices’ Financial Advisors

     86  

Opinion of Maxim’s Financial Advisor

     102  

Analog Devices Unaudited Financial Projections

     111  

Maxim Unaudited Financial Projections

     114  

Certain Estimated Synergies

     117  

Closing and Effective Time of the Merger

     118  

Regulatory Approvals

     118  

Ownership of the Combined Company

     121  

Litigation Relating to the Merger

     121  

Board of Directors of the Combined Company

     121  

U.S. Federal Securities Law Consequences

     121  

Accounting Treatment

     122  

Exchange of Shares

     122  

Listing of Analog Devices Common Stock; Delisting and Deregistration of Maxim Common Stock

     123  

 

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THE MERGER AGREEMENT

     124  

Explanatory Note Regarding the Merger Agreement

     124  

Structure of the Merger

     124  

Completion and Effectiveness of the Merger

     125  

Merger Consideration

     125  

Treatment of Fractional Shares

     125  

Exchange of Shares

     126  

Treatment of Maxim Equity Awards

     128  

Governance of the Combined Company

     129  

Organizational Documents and Directors and Officers of the Surviving Corporation

     129  

Representations and Warranties

     129  

Material Adverse Effect

     131  

Conduct of Business Prior to the Merger’s Completion

     132  

No Solicitation of Acquisition Proposals

     135  

No Change of Recommendation

     137  

Special Meetings

     139  

Regulatory Approvals

     140  

Access to Information

     141  

Publicity

     141  

Employee Benefits Matters

     142  

Certain Tax Matters

     143  

Indemnification; Directors’ and Officers’ Insurance

     143  

Certain Additional Covenants

     144  

Conditions to the Completion of the Merger

     144  

Termination of the Merger Agreement

     146  

Termination Fees

     147  

Amendment and Waiver

     148  

Assignment

     148  

Third-Party Beneficiaries

     148  

Jurisdiction; Specific Performance

     149  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

     150  

INTERESTS OF ANALOG DEVICES’ DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

     163  

INTERESTS OF MAXIM’S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

     164  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

     169  

COMPARISON OF SHAREHOLDERS’ RIGHTS

     172  

NO APPRAISAL RIGHTS

     185  

LEGAL MATTERS

     186  

EXPERTS

     187  

Analog Devices

     187  

Maxim

     187  

CERTAIN BENEFICIAL OWNERS OF ANALOG DEVICES COMMON STOCK

     188  

CERTAIN BENEFICIAL OWNERS OF MAXIM COMMON STOCK

     190  

SHAREHOLDER PROPOSALS

     192  

Analog Devices

     192  

Maxim

     192  

HOUSEHOLDING OF PROXY MATERIALS

     194  

WHERE YOU CAN FIND MORE INFORMATION

     195  

ANNEX A—AGREEMENT AND PLAN OF MERGER

     A-1  

ANNEX B—OPINION OF MORGAN STANLEY & CO. LLC

     B-1  

ANNEX C—OPINION OF BOFA SECURITIES, INC.

     C-1  

ANNEX D—OPINION OF J.P. MORGAN SECURITIES LLC

     D-1  

SIGNATURES

     II-5  

 

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QUESTIONS AND ANSWERS

The following are brief answers to certain questions that you, as a shareholder of Analog Devices or a stockholder of Maxim, may have regarding the merger, and the other matters being considered at the Analog Devices special meeting and the Maxim special meeting, as applicable. You are urged to carefully read this joint proxy statement/prospectus and the other documents referred to in this joint proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Please refer to the section entitled “Summary” beginning on page 14 for a summary of important information regarding the merger agreement, the merger and the related transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus. You may obtain the information incorporated by reference in this joint proxy statement/prospectus, without charge, by following the instructions under the section entitled “Where You Can Find More Information” beginning on page 195.

 

Q:

Why am I receiving this joint proxy statement/prospectus?

 

A:

You are receiving this joint proxy statement/prospectus because Maxim has agreed to be acquired by Analog Devices through a merger of Acquisition Sub with and into Maxim, with Maxim continuing as the surviving corporation in the merger and becoming a wholly owned subsidiary of Analog Devices. The merger agreement, which governs the terms and conditions of the merger, is attached to this joint proxy statement/prospectus as Annex A.

Your vote is required in connection with the merger. Analog Devices and Maxim are sending these materials to their respective shareholders to help them decide how to vote their shares with respect to the share issuance, in the case of Analog Devices, the adoption of the merger agreement, in the case of Maxim, and other important matters.

 

Q:

What matters am I being asked to vote on?

In order to complete the merger, among other things:

 

   

Analog Devices shareholders must approve the issuance of Analog Devices common stock to Maxim stockholders in connection with the merger in accordance with the rules of the Nasdaq, which proposal is referred to as the “Analog Devices share issuance proposal”; and

 

   

Maxim stockholders must adopt the merger agreement in accordance with the DGCL, which proposal is referred to as the “Maxim merger proposal”.

Analog Devices: Analog Devices is holding the Analog Devices special meeting to obtain approval of the Analog Devices share issuance proposal. At the Analog Devices special meeting, Analog Devices shareholders will also be asked to approve a proposal to adjourn the Analog Devices special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Analog Devices special meeting to approve the Analog Devices share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Analog Devices shareholders, which proposal is referred to as the “Analog Devices adjournment proposal.”

Maxim: Maxim is holding the Maxim special meeting to obtain approval of the Maxim merger proposal. At the Maxim special meeting, Maxim stockholders will also be asked to consider and vote on:

 

   

a proposal to approve on a non-binding, advisory basis, the compensation that may be paid or become payable to Maxim’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement, which proposal is referred to as the “Maxim compensation proposal”; and

 

   

a proposal to approve the adjournment of the Maxim special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Maxim special meeting to

 

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approve the Maxim merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Maxim stockholders, which proposal is referred to as the “Maxim adjournment proposal.”

Your vote is very important, regardless of the number of shares that you own. The approval of the Analog Devices share issuance proposal and the approval of the Maxim merger proposal are conditions to the obligations of Analog Devices and Maxim to complete the merger. Neither the approval of the Analog Devices adjournment proposal nor the approval of the Maxim compensation proposal or the Maxim adjournment proposal are conditions to the obligations of Analog Devices or Maxim to complete the merger.

 

Q:

When and where will each of the special meetings take place?

 

A:

Analog Devices: The Analog Devices special meeting will be held at Analog Devices’ offices located at One Technology Way, Norwood, Massachusetts 02062, on October 8, 2020 at 11:00 a.m., Eastern Time. If you choose to vote your shares in person at the Analog Devices special meeting, please register in advance and bring required documentation as described below and in the section entitled “The Analog Devices Special Meeting—Attending the Analog Devices Special Meeting” beginning on page 57.

Due to concerns about the COVID-19 pandemic and limitations on the size of public gatherings, we may hold the Analog Devices special meeting solely by means of remote communication. In that event, we will announce any change as promptly as practicable, and details on how to participate will be issued by press release, posted on our website and filed with the U.S. Securities and Exchange Commission as supplemental proxy material.

Due to the COVID-19 pandemic, social distancing guidelines and limitations on the size of public gatherings, shareholders who wish to attend the Analog Devices special meeting in person must register in advance by contacting Analog Devices by phone at (781) 461-3282 no later than the close of business on October 1, 2020, or by delivering notice (which must be received no later than the close of business on October 1, 2020) to the following address: Analog Devices, Inc., Attn: Investor Relations, 1 Analog Way, Wilmington, Massachusetts 01887. Due to space constraints and social distancing guidelines, only shareholders as of the record date (or their legal proxies) who have registered in advance and have a valid confirmation of registration will be admitted to the Analog Devices special meeting. If you are a shareholder of record as of the record date, your name will be verified against the list of shareholders of record as of the record date prior to your admission to the Analog Devices special meeting. If you are a proxyholder, you will be required to present a validly executed written legal proxy of a shareholder as of the record date in order to be admitted to the meeting. In addition, anyone who attends the Analog Devices special meeting in person will be subject to heightened screening procedures, including health screening procedures. These procedures are designed to comply with applicable legal restrictions and to promote the health and safety of attendees at the meeting.

Maxim: The Maxim special meeting will be held virtually via the Internet on October 8, 2020, beginning at 8:00 a.m., Pacific Time. The Maxim special meeting will be held solely via live webcast and there will not be a physical meeting location. Maxim stockholders will be able to attend the Maxim special meeting online and vote their shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/MXIM2020EGM, which is referred to as the “Maxim special meeting website.” If you choose to attend the Maxim special meeting and vote your shares in person, you will need the 16-digit control number located on your proxy card as described in the section entitled “The Maxim Special Meeting—Attending the Maxim Special Meeting” beginning on page 66.

Even if you plan to attend your respective company’s special meeting in person or virtually, Analog Devices and Maxim recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting.

If you hold your shares in “street name” you may only vote them in person if you obtain a signed legal proxy (in the case of the Analog Devices special meeting) or a specific control number (in the case of the Maxim special meeting) from your bank, broker or other nominee giving you the right to vote the shares.

 

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Q:

Does my vote matter?

 

A:

Yes, your vote is very important, regardless of the number of shares that you own. The merger cannot be completed unless the Analog Devices share issuance proposal is approved by Analog Devices shareholders and the Maxim merger proposal is approved by Maxim stockholders.

For Analog Devices shareholders, a failure to return or submit your proxy or to vote in person at the Analog Devices special meeting as provided in this joint proxy statement/prospectus will have no effect on the Analog Devices share issuance proposal (assuming a quorum is present) or the Analog Devices adjournment proposal. The Analog Devices board of directors unanimously recommends that you vote “FOR” the Analog Devices share issuance proposal and “FOR” the Analog Devices adjournment proposal.

For Maxim stockholders, a failure to return or submit your proxy or to vote at the Maxim special meeting as provided in this joint proxy statement/prospectus will have the same effect as a vote “AGAINST” the Maxim merger proposal. The failure to return or submit your proxy and to attend the special meeting will have no effect on the Maxim compensation proposal (assuming a quorum is present) or the Maxim adjournment proposal, but the failure of any shares present or represented at the Maxim special meeting to vote on the proposal will have the same effect as a vote “AGAINST” the Maxim compensation proposal and “AGAINST” the Maxim adjournment proposal, as applicable. The Maxim board of directors unanimously recommends that you vote “FOR” the Maxim merger proposal, “FOR” the Maxim compensation proposal and “FOR” the Maxim adjournment proposal.

 

Q:

What will Maxim stockholders receive for their shares if the merger is completed?

 

A:

If the merger is completed, each share of Maxim common stock outstanding as of immediately prior to the effective time will be converted into the right to receive 0.6300 of a share of Analog Devices common stock, which number is referred to as the “exchange ratio.” Each Maxim stockholder will receive cash (without interest and less any applicable withholding taxes) in lieu of any fractional shares of Analog Devices common stock that such stockholder would otherwise receive in the merger. Any cash amounts to be received by a Maxim stockholder in lieu of any fraction of a share of Analog Devices common stock will be rounded to the nearest whole cent.

Because Analog Devices will issue a fixed number of shares of Analog Devices common stock in exchange for each share of Maxim common stock, the value of the merger consideration that Maxim stockholders will receive in the merger will depend on the market price of shares of Analog Devices common stock at the time the merger is completed. The market price of shares of Analog Devices common stock that Maxim stockholders receive at the time the merger is completed could be greater than, less than or the same as the market price of shares of Analog Devices common stock on the date of this joint proxy statement/prospectus or at the time of the Analog Devices special meeting or the Maxim special meeting. Accordingly, you should obtain current market quotations for Analog Devices common stock and Maxim common stock before deciding how to vote with respect to the Analog Devices share issuance proposal or the Maxim merger proposal, as applicable. Analog Devices common stock and Maxim common stock are traded on Nasdaq, under the symbols “ADI” and “MXIM,” respectively. Shares of common stock of the combined company will trade on Nasdaq under the symbol “ADI” after completion of the merger. For more information regarding the merger consideration to be received by Maxim stockholders if the merger is completed, see the section entitled “The Merger Agreement—Merger Consideration” beginning on page 125.

 

Q:

How does the Analog Devices board of directors recommend that I vote at the Analog Devices special meeting?

 

A:

The Analog Devices board of directors unanimously recommends that you vote “FOR” the Analog Devices share issuance proposal and “FOR” the Analog Devices adjournment proposal.

 

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In considering the recommendations of the Analog Devices board of directors, Analog Devices shareholders should be aware that Analog Devices directors and executive officers have interests in the merger that are different from, or in addition to, their interests as Analog Devices shareholders. These interests may include, among others, the continued service of directors of Analog Devices as directors of the combined company and the continued employment of executive officers of Analog Devices by the combined company. For a more complete description of these interests, see the information provided in the section entitled “Interests of Analog Devices’ Directors and Executive Officers in the Merger” beginning on page 163.

 

Q:

How does the Maxim board of directors recommend that I vote at the Maxim special meeting?

 

A:

The Maxim board of directors unanimously recommends that you vote “FOR” the Maxim merger proposal, “FOR” the Maxim compensation proposal and “FOR” the Maxim adjournment proposal.

In considering the recommendations of the Maxim board of directors, Maxim stockholders should be aware that Maxim directors and executive officers have interests in the merger that are different from, or in addition to, their interests as Maxim stockholders. These interests may include, among others, the payment of severance benefits and acceleration of outstanding Maxim equity awards upon certain terminations of employment or service, and the combined company’s agreement to indemnify Maxim directors and executive officers against certain claims and liabilities. For a more complete description of these interests, see the information provided in the section entitled “Interests of Maxim’s Directors and Executive Officers in the Merger” beginning on page 164.

 

Q:

Who is entitled to vote at the Analog Devices special meeting?

 

A:

All holders of record of shares of Analog Devices common stock who held shares at the close of business on August 31, 2020, the Analog Devices record date, are entitled to receive notice of, and to vote at, the Analog Devices special meeting. Each such holder of Analog Devices common stock is entitled to cast one vote on each matter properly brought before the Analog Devices special meeting for each share of Analog Devices common stock that such holder owned of record as of the Analog Devices record date. Physical attendance at the Analog Devices special meeting is not required to vote. See below and the section entitled “The Analog Devices Special Meeting—Methods of Voting” beginning on page 55 for instructions on how to vote your shares without attending the Analog Devices special meeting.

 

Q:

Who is entitled to vote at the Maxim special meeting?

 

A:

All holders of record of shares of Maxim common stock who held shares at the close of business on August 31, 2020, the Maxim record date, are entitled to receive notice of, and to vote at, the Maxim special meeting. Each such holder of Maxim common stock is entitled to cast one vote on each matter properly brought before the Maxim special meeting for each share of Maxim common stock that such holder owned of record as of the Maxim record date. Attendance at the Maxim special meeting via the Maxim special meeting website is not required to vote. See below and the section entitled “The Maxim Special Meeting—Methods of Voting” beginning on page 64 for instructions on how to vote your shares without attending the Maxim special meeting.

 

Q:

What is a proxy?

 

A:

A proxy is a shareholder’s legal designation of another person to vote shares owned by such shareholder on their behalf. The document used to designate a proxy to vote your shares of Analog Devices common stock or Maxim common stock, as applicable, is referred to as a “proxy card.”

 

Q:

How many votes do I have for the Analog Devices special meeting?

 

A:

Each Analog Devices shareholder is entitled to one vote for each share of Analog Devices common stock held of record as of the close of business on the Analog Devices record date. As of the close of business on the Analog Devices record date, there were 369,559,767 outstanding shares of Analog Devices common stock.

 

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Q:

How many votes do I have for the Maxim special meeting?

 

A:

Each Maxim stockholder is entitled to one vote for each share of Maxim common stock held of record as of the close of business on the Maxim record date. As of the close of business on the Maxim record date, there were 266,976,582 outstanding shares of Maxim common stock.

 

Q:

What constitutes a quorum for the Analog Devices special meeting?

 

A:

A quorum is the minimum number of shares required to be represented, either by the appearance of the shareholder in person or through representation by proxy, to hold a valid meeting.

The holders of a majority of the issued and outstanding shares of Analog Devices common stock entitled to vote at the Analog Devices special meeting must be present in person or represented by proxy at the Analog Devices special meeting in order to constitute a quorum.

 

Q:

What constitutes a quorum for the Maxim special meeting?

 

A:

A quorum is the minimum number of shares required to be represented, either by the appearance of the stockholder in person or through representation by proxy, to hold a valid meeting.

The holders of a majority of the outstanding shares of Maxim common stock entitled to vote at the Maxim special meeting must be present in person via the Maxim special meeting website or represented by proxy in order to constitute a quorum.

 

Q:

Where will the Analog Devices common stock that I receive in the merger be publicly traded?

 

A:

The shares of Analog Devices common stock to be issued to Maxim stockholders in the merger will be listed for trading on Nasdaq under the symbol “ADI.”

 

Q:

What happens if the merger is not completed?

 

A:

If the Analog Devices share issuance proposal is not approved by Analog Devices shareholders, if the Maxim merger proposal is not approved by Maxim stockholders, or if the merger is not completed for any other reason, Maxim stockholders will not receive the merger consideration or any other consideration in connection with the merger, and their shares of Maxim common stock will remain outstanding.

If the merger is not completed, Maxim will remain an independent public company and the Maxim common stock will continue to be listed and traded on the Nasdaq under the symbol “MXIM” and Analog Devices will not complete the share issuance contemplated by the merger agreement, regardless of whether the Analog Devices share issuance proposal is approved by Analog Devices shareholders.

 

.

If the merger agreement is terminated under specified circumstances, Maxim or Analog Devices, as applicable, may be required to pay the other party a termination fee of $725 million. If the merger agreement is terminated under other specified circumstances, including the failure to receive certain required regulatory approvals, Analog Devices may be required to pay Maxim a termination fee of $830 million. See the section entitled “The Merger Agreement—Termination Fees” beginning on page 147 for a more detailed discussion of the termination fees.

 

Q:

What is a “broker non-vote”?

 

A:

Under NYSE and Nasdaq rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. All of the proposals currently expected to be brought before the Analog Devices special meeting and the Maxim special meeting are “non-routine” matters under the NYSE and Nasdaq rules.

 

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A “broker non-vote” occurs on an item when (a) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of shareholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (b) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because all of the proposals currently expected to be voted on at the Analog Devices special meeting and the Maxim special meeting are non-routine matters under the NYSE and Nasdaq rules for which brokers do not have discretionary authority to vote, Analog Devices and Maxim do not expect there to be any broker non-votes at the Analog Devices special meeting or the Maxim special meeting.

 

Q:

What shareholder vote is required for the approval of each proposal at the Analog Devices special meeting? What will happen if I fail to vote or abstain from voting on each proposal at the Analog Devices special meeting?

 

A:

Analog Devices Proposal 1: Analog Devices Share Issuance Proposal. Assuming a quorum is present at the Analog Devices special meeting, approval of the share issuance requires the affirmative vote of a majority of votes cast on the proposal. Accordingly, an Analog Devices shareholder’s abstention from voting, a broker non-vote or an Analog Devices shareholder’s other failure to vote (including the failure of an Analog Devices shareholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the outcome of the Analog Devices share issuance proposal, assuming a quorum is present.

Analog Devices Proposal 2: Analog Devices Adjournment Proposal. Whether or not a quorum is present at the Analog Devices special meeting, approval of the Analog Devices adjournment proposal requires the affirmative vote of a majority of votes cast on the proposal. Accordingly, an Analog Devices shareholder’s abstention from voting, a broker non-vote or an Analog Devices shareholder’s other failure to vote (including the failure of an Analog Devices shareholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the Analog Devices adjournment proposal.

 

Q:

What stockholder vote is required for the approval of each proposal at the Maxim special meeting? What will happen if I fail to vote or abstain from voting on each proposal at the Maxim special meeting?

 

A:

Maxim Proposal 1: Maxim Merger Proposal. Assuming a quorum is present at the Maxim special meeting, approval of the Maxim merger proposal requires the affirmative vote of a majority of the outstanding shares of Maxim common stock entitled to vote on the proposal. Accordingly, a Maxim stockholder’s abstention from voting or the failure of any Maxim stockholder to vote (including the failure of a Maxim stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the Maxim merger proposal), will have the same effect as a vote “AGAINST” the Maxim merger proposal.

Maxim Proposal 2: Maxim Compensation Proposal. Assuming a quorum is present at the Maxim special meeting, approval of the Maxim compensation proposal requires the affirmative vote of a majority of the shares of Maxim common stock present in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting. Accordingly, any shares not present in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting, including due to the failure of any stockholder holding their shares in “street name” to provide any voting instructions to their broker with respect to the Maxim special meeting, will have no effect on the outcome of the Maxim compensation proposal, assuming a quorum is present. However, assuming a quorum is present, an abstention or other failure of any represented shares to vote on the Maxim compensation proposal will have the same effect as a vote “AGAINST” the Maxim compensation proposal. In addition, if any Maxim stockholder who holds their shares in “street name” through a bank, broker or other nominee gives voting instructions to such bank, broker or other nominee with respect to one or more proposals at the Maxim special meeting but not with

 

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respect to the Maxim compensation proposal such shares will have the same effect as a vote “AGAINST” the Maxim compensation proposal.

Maxim Proposal 3: Maxim Adjournment Proposal. Whether or not a quorum is present, the approval of the Maxim adjournment proposal requires the affirmative vote of a majority of the shares that are present in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting. Accordingly, any shares not present in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting, including due to the failure of any stockholder holding their shares in “street name” to provide any voting instructions to their broker with respect to the Maxim special meeting, will have no effect on the outcome of the Maxim compensation proposal. However, an abstention or other failure of any represented shares to vote on the proposal will have the same effect as a vote “AGAINST the Maxim adjournment proposal. In addition, if any Maxim stockholder who holds their shares in “street name” through a bank, broker or other nominee provides voting instructions with respect to one or more other proposals before the Maxim special meeting, but not the Maxim adjournment proposal, it will have the same effect as a vote “AGAINST” the Maxim adjournment proposal.

 

Q:

Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, the merger-related compensation for Maxim’s named executive officers (i.e., the Maxim compensation proposal)?

 

A:

Under SEC rules, Maxim is required to seek a non-binding, advisory vote of its stockholders with respect to the compensation that may be paid or become payable to Maxim’s named executive officers that is based on or otherwise relates to the merger, also known as “golden parachute” compensation.

 

Q:

What happens if Maxim stockholders do not approve, by non-binding, advisory vote, the merger-related compensation for Maxim’s named executive officers (i.e., the Maxim compensation proposal)?

 

A:

Because the vote on the proposal to approve the Maxim compensation proposal is advisory in nature, the outcome of the vote will not be binding upon Maxim or the combined company. Accordingly, the merger-related compensation, which is described in the section entitled “Interests of Maxim’s Directors and Executive Officers in the Merger” beginning on page 164 of the accompanying joint proxy statement/prospectus, may be paid to Maxim’s named executive officers even if Maxim’s stockholders do not approve the Maxim compensation proposal.

 

Q:

What if I hold shares in both Analog Devices and Maxim?

 

A:

If you are both an Analog Devices shareholder and a Maxim stockholder, you will receive two separate packages of proxy materials. A vote cast as an Analog Devices shareholder will not count as a vote cast as a Maxim stockholder, and a vote cast as a Maxim stockholder will not count as a vote cast as an Analog Devices shareholder. Therefore, please follow the instructions received with each set of materials in order to submit separate proxies for your shares of Analog Devices common stock and your shares of Maxim common stock.

 

Q:

How can I vote my shares in person at my respective special meeting?

 

A:

Analog Devices:

Shares held directly in your name as the shareholder of record of Analog Devices may be voted in person at the Analog Devices special meeting. If you choose to vote your shares in person at the Analog Devices special meeting, please register in advance and bring required documentation as described in the section entitled “The Analog Devices Special Meeting—Attending the Analog Devices Special Meeting” beginning on page 57.

Shares held in “street name” may be voted in person only if you obtain a signed legal proxy from your bank, broker or other nominee giving you the right to vote the shares. If you choose to vote your shares in person

 

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at the Analog Devices special meeting, please register in advance and bring required documentation. See the section entitled “The Analog Devices Special Meeting—Attending the Analog Devices Special Meeting” beginning on page 57.

Maxim:

Shares held directly in your name as the stockholder of record of Maxim may be voted in person during the Maxim special meeting via the Maxim special meeting website. If you choose to vote your shares in person during the virtual meeting, you will need the 16-digit control number included on your proxy card in order to access the Maxim special meeting website and to vote in person as described in the section entitled “The Maxim Special Meeting—Attending the Maxim Special Meeting” beginning on page 66.

Shares held in “street name” may be voted in person via the Maxim special meeting website only if you obtain a specific control number and follow the instructions provided by your, broker or other nominee. See the section entitled “The Maxim Special Meeting—Attending the Maxim Special Meeting” beginning on page 66.

Even if you plan to attend the Analog Devices special meeting or the Maxim special meeting, as applicable, Analog Devices and Maxim recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective special meeting.

Additional information on attending the special meetings can be found under the section entitled “The Analog Devices Special Meeting” on page 53 and under the section entitled “The Maxim Special Meeting” on page 61.

 

Q:

How can I vote my shares without attending my special meeting?

 

A:

Whether you hold your shares directly as the shareholder of record of Analog Devices or Maxim or beneficially in “street name,” you may direct your vote by proxy without attending the Analog Devices special meeting or the Maxim special meeting, as applicable. If you are a shareholder or stockholder of record, you can vote by proxy over the Internet, or by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.

Additional information on voting procedures can be found under the section entitled “The Analog Devices Special Meeting” on page 53 and under the section entitled “The Maxim Special Meeting” on page 61.

 

Q:

How can I vote my shares held in trust in the Analog Ireland Success Sharing Share Plan?

 

A:

If you participate in the Analog Ireland Success Sharing Share Plan, you may instruct (in writing) Irish Pensions Trust Limited, which serves as the share plan’s trustee, to vote the amount of shares of common stock that they hold on your behalf as of the record date.

Additional information on voting procedures can be found under the section entitled “The Analog Devices Special Meeting” on page 53.

 

Q:

What is the difference between holding shares as a shareholder of record and as a beneficial owner of shares held in “street name?”

 

A:

If your shares of common stock in Analog Devices or Maxim are registered directly in your name with Computershare Trust Company, N.A., which is referred to as “Computershare,” the transfer agent for each of Analog Devices and Maxim, you are considered the shareholder of record with respect to those shares. As the shareholder of record, you have the right to vote your shares directly at the applicable special meeting. You may also grant a proxy for your vote directly to Analog Devices or Maxim, as applicable, or to a third party to vote your shares at the applicable special meeting.

 

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If your shares of common stock in Analog Devices or Maxim are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name”. Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares. You should follow the instructions provided by them to vote your shares. If you are an Analog Devices shareholder, you are invited to attend the Analog Devices special meeting; however, you may not vote these shares in person at the applicable special meeting unless you obtain a signed legal proxy, executed in your favor, from your bank, broker or other nominee that holds your shares, giving you the right to vote the shares at the Analog Devices special meeting. If you are a Maxim stockholder, in order to attend the special meeting via the Maxim special meeting website and to vote via the website at the special meeting, you will need to obtain a specific control number and follow the other procedures provided by your bank, broker or other nominee in order to vote your shares.

 

Q:

If my shares of Analog Devices common stock or Maxim common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote those shares for me?

 

A:

No. Your bank, broker or other nominee will only be permitted to vote your shares of Analog Devices common stock or Maxim common stock, as applicable, if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares. Under NYSE and Nasdaq rules, banks, brokers and other nominees who hold shares of Analog Devices common stock or Maxim common stock in “street name” for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which include all the proposals currently scheduled to be considered and voted on at each of the Analog Devices special meeting and the Maxim special meeting. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.

For Analog Devices shareholders, the effect of not instructing your bank, broker or other nominee how you wish to vote your shares will not be counted as “FOR” or “AGAINST,” and, assuming a quorum is present at the Analog Devices special meeting, will have no effect on, the Analog Devices share issuance proposal or the Analog Devices adjournment proposal.

For Maxim stockholders, the effect of not instructing your bank, broker or other nominee how you wish to vote your shares will be the same as a vote “AGAINST” the Maxim merger proposal. If you fail to provide any voting instructions to your bank, broker or other nominee with respect to the Maxim special meeting, assuming a quorum is present at the Maxim special meeting, such failure will have no effect on the Maxim compensation proposal or the Maxim adjournment proposal. However, if you provide voting instructions with respect to one or more proposals, your failure to instruct your bank, broker or nominee how to vote your shares with respect to any other proposal will have the same effect as a vote “AGAINST” such other proposal, as your shares will be represented at the meeting.

 

Q:

What should I do if I receive more than one set of voting materials for the same special meeting?

 

A:

If you hold shares of Analog Devices common stock or Maxim common stock in “street name” and also directly in your name as a shareholder of record or otherwise, or if you hold shares of Analog Devices common stock or Maxim common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the same special meeting.

Record Holders. For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of Analog Devices common stock or Maxim common stock are voted.

 

 

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Shares in “street name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to vote your shares.

 

Q:

If a shareholder gives a proxy, how are the shares of Analog Devices or Maxim common stock voted?

 

A:

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Analog Devices common stock or Maxim common stock, as applicable, in the way that you indicate. For each item before the Analog Devices special meeting or Maxim special meeting, as applicable, you may specify whether your shares of Analog Devices common stock or Maxim common stock, as applicable, should be voted for or against, or abstain from voting.

 

Q:

How will my shares of Analog Devices common stock be voted if I return a blank proxy?

 

A:

If you sign, date and return your proxy and do not indicate how you want your shares of Analog Devices common stock to be voted, then your shares of Analog Devices common stock will be voted in accordance with the recommendation of the Analog Devices board of directors: “FOR” the Analog Devices share issuance proposal and “FOR” the Analog Devices adjournment proposal.

 

Q:

How will my shares of Maxim common stock be voted if I return a blank proxy?

 

A:

If you sign, date and return your proxy and do not indicate how you want your shares of Maxim common stock to be voted, then your shares of Maxim common stock will be voted in accordance with the recommendation of the Maxim board of directors: “FOR” the Maxim merger proposal, “FOR” the Maxim compensation proposal and “FOR” the Maxim adjournment proposal.

 

Q:

Can I change my vote after I have submitted my proxy?

 

A:

Any Analog Devices shareholder or Maxim stockholder giving a proxy has the right to revoke the proxy and change their vote before the proxy is voted at the applicable special meeting by doing any of the following:

 

   

subsequently submitting a new proxy (including by submitting a proxy via the Internet or telephone) for the applicable special meeting that is received by the deadline specified on the accompanying proxy card;

 

   

giving written notice of your revocation to Analog Devices’ Secretary or Maxim’s Corporate Secretary, as applicable; or

 

   

revoking your proxy and voting in person at the applicable special meeting.

Execution or revocation of a proxy will not in any way affect your right to attend the applicable special meeting and vote in person. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed:

 

  if you are an Analog Devices shareholder, to:

 

Analog Devices, Inc.

Attn: Secretary

1 Analog Way

Wilmington, Massachusetts 01887

  

if you are a Maxim stockholder, to:

 

Maxim Integrated Products, Inc.

Attn: Corporate Secretary

160 Rio Robles

San Jose, California 95134

For more information, see the section entitled “The Analog Devices Special Meeting—Revocability of Proxies” beginning on page 56 and the section entitled “The Maxim Special Meeting—Revocability of Proxies” beginning on page 65, as applicable.

 

 

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Q:

If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?

 

A:

If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

 

Q:

Where can I find the voting results of the special meetings?

 

A:

The preliminary voting results for each special meeting are expected to be announced at that special meeting. In addition, within four business days following certification of the final voting results, each of Analog Devices and Maxim will file the final voting results of its respective special meeting (or, if the final voting results have not yet been certified, the preliminary results) with the SEC on a Current Report on Form 8-K.

 

Q:

Do Maxim stockholders have dissenters’ or appraisal rights?

 

A:

Maxim stockholders are not entitled to appraisal or dissenters’ rights under the DGCL. If Maxim stockholders are not in favor of the merger, Maxim stockholders may vote against or choose to abstain from voting on the Maxim merger proposal. For more information, see the section entitled “No Appraisal Rights” beginning on page 185. Information about how Maxim stockholders may vote on the proposals being considered in connection with the merger can be found under the section entitled “The Maxim Special Meeting” beginning on page 61.

 

Q:

Are there any risks that I should consider in deciding whether to vote for the approval of the Analog Devices share issuance proposal or the approval of the Maxim merger proposal?

 

A:

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 35. You also should read and carefully consider the risk factors with respect to Analog Devices and Maxim that are contained in the documents that are incorporated by reference into this joint proxy statement/prospectus.

 

Q:

What happens if I sell my shares of Analog Devices common stock or Maxim common stock after the respective record date but before the respective special meeting?

 

A:

The Analog Devices record date is earlier than the date of the Analog Devices special meeting, and the Maxim record date is earlier than the date of the Maxim special meeting. If you sell or otherwise transfer your shares of Analog Devices common stock or Maxim common stock after the applicable record date but before the applicable special meeting, you will, unless special arrangements are made, retain your right to vote at the applicable special meeting.

 

Q:

Who will solicit and pay the cost of soliciting proxies?

 

A:

Analog Devices has engaged Innisfree M&A Incorporated, which is referred to as “Innisfree,” to assist in the solicitation of proxies for the Analog Devices special meeting. Analog Devices estimates that it will pay Innisfree a fee of approximately $30,000, plus additional fees to be determined at the conclusion of the solicitation and reimbursement of reasonable expenses. Analog Devices has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Maxim has engaged D.F. King & Co., Inc., which is referred to as “D.F. King,” to assist in the solicitation of proxies for the Maxim special meeting. Maxim estimates that it will pay D.F. King a fee of approximately $20,000, plus reimbursement for certain out-of-pocket fees and expenses. Maxim has agreed

 

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to indemnify D.F. King against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Analog Devices and Maxim also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Analog Devices common stock and Maxim common stock, respectively. Analog Devices’ directors, officers and employees and Maxim’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:

When is the merger expected to be completed?

 

A:

Subject to the satisfaction or waiver of the closing conditions described under the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 144, including approval of the Analog Devices share issuance proposal by Analog Devices shareholders and approval of the Maxim merger proposal by Maxim stockholders, the merger is expected to be completed in the summer of 2021. However, neither Analog Devices nor Maxim can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion of the merger is subject to conditions and factors outside the control of both companies, including the receipt of certain required regulatory approvals. Analog Devices and Maxim hope to complete the merger as soon as reasonably practicable. See also the section entitled “The Merger—Regulatory Approvals” beginning on page 118.

 

Q:

What respective equity stakes will Analog Devices shareholders and Maxim stockholders hold in the combined company immediately following the merger?

 

A:

Based on the number of shares of Analog Devices common stock and Maxim common stock outstanding on August 31, 2020, upon completion of the merger, former Maxim stockholders are expected to own approximately 31% of the outstanding shares of Analog Devices common stock and Analog Devices shareholders immediately prior to the merger are expected to own approximately 69% of the outstanding shares of Analog Devices common stock. The relative ownership interests of Analog Devices shareholders and former Maxim stockholders in the combined company immediately following the merger will depend on the number of shares of Analog Devices common stock and Maxim common stock issued and outstanding immediately prior to the merger.

 

Q:

If I am a Maxim stockholder, how will I receive the merger consideration to which I am entitled?

 

A:

If you hold your shares of Maxim common stock in book-entry form, whether through The Depository Trust Company, which is referred to as “DTC,” or otherwise, you will not be required to take any specific actions to exchange your shares for shares of Analog Devices common stock. Such shares will, following the effective time, be automatically exchanged for shares of Analog Devices common stock (in book-entry form) and cash in lieu of any fractional shares of Analog Devices common stock to which you are entitled. If you instead hold your shares of Maxim common stock in certificated form, then, after receiving the proper documentation from you following the effective time, the exchange agent will deliver to you the Analog Devices common stock (in book-entry form) and cash in lieu of any fractional shares to which you are entitled. More information may be found in the sections entitled “The Merger Agreement—Exchange of Shares” beginning on page 126.

 

Q:

What should I do now?

 

A:

You should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or over the Internet as soon as possible so that your shares will be voted in accordance with your instructions.

 

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Q:

How can I find more information about Analog Devices and Maxim?

 

A:

You can find more information about Analog Devices and Maxim from various sources described in the section entitled “Where You Can Find More Information” beginning on page 195 of the accompanying joint proxy statement/prospectus.

 

Q:

Whom do I call if I have questions about the Analog Devices special meeting, the Maxim special meeting or the merger?

 

A:

If you have questions about the Analog Devices special meeting, the Maxim special meeting or the merger, or desire additional copies of this joint proxy statement/prospectus or additional proxies, you may contact:

 

for Analog Devices shareholders:

 

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Call Toll-Free: (888) 750-5834

Banks and Brokers Call: (212) 750-5833

  

for Maxim stockholders:

 

D.F. King & Co, Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Call Toll-Free: (800) 331-7543

Banks and Brokers Call: (212) 269-5550

MXIM@dfking.com

 

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SUMMARY

For your convenience, provided below is a brief summary of certain information contained in this joint proxy statement/prospectus. This summary highlights selected information from this joint proxy statement/ prospectus and does not contain all of the information that may be important to you as an Analog Devices shareholder or a Maxim stockholder. To understand the merger fully and for a more complete description of the terms of the merger, you should read carefully this entire joint proxy statement/prospectus, its annexes and the other documents to which you are referred. Items in this summary include a page reference directing you to a more complete description of those items. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions under the section entitled “Where You Can Find More Information” beginning on page 195.

The Parties to the Merger (Page 51)

Analog Devices, Inc.

Analog Devices is a global leader in the design, manufacture and marketing of a broad portfolio of solutions that leverage high-performance analog, mixed-signal and digital signal processing technology, including integrated circuits, algorithms, software and subsystems. Since its inception in 1965, Analog Devices has focused on solving the engineering challenges associated with signal processing in virtually all types of electronic applications. Analog Devices’ signal processing products play a fundamental role in converting, conditioning and processing real-world phenomena such as temperature, pressure, sound, light, speed and motion into electrical signals to be used in a wide array of electronic applications. The principal executive offices of Analog Devices are located at One Technology Way, Norwood, Massachusetts 02062, and its telephone number is (781) 329-4700.

Maxim Integrated Products, Inc.

Maxim designs, develops, manufactures and markets a broad range of linear and mixed-signal integrated circuits, commonly referred to as “analog circuits,” for a large number of customers in diverse geographic locations. Maxim is a global company with a wafer manufacturing facility in the Philippines and Thailand, and sales and circuit design offices around the world. Maxim also utilizes third party foundries to manufacture its products. The major end markets in which Maxim’s products are sold are the Automotive, Communications and Data Center, Computing, Consumer and Industrial markets. Maxim’s principal executive offices are located at 160 Rio Robles, San Jose, California 95134 and its telephone number is (408) 601-1000.

Magneto Corp.

Acquisition Sub was formed by Analog Devices solely in contemplation of the merger, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. By operation of the merger, Acquisition Sub will be merged with and into Maxim, with Maxim continuing as the surviving corporation and as a wholly owned subsidiary of Analog Devices. The principal executive offices of Magneto Corp. are located at One Technology Way, Norwood, Massachusetts 02062, and its telephone number is (781) 329-4700.

The Merger and the Merger Agreement (Pages 72 and 124)

The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. Analog Devices and Maxim encourage you to read the merger agreement carefully and in its entirety, as it is the legal document that governs the merger.



 

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The merger agreement provides that, subject to the terms and conditions of the merger agreement, Acquisition Sub will be merged with and into Maxim, with Maxim continuing as the surviving corporation in the merger and as a wholly owned subsidiary of Analog Devices.

Merger Consideration (Page 72)

At the effective time, each share of Maxim common stock (other than shares held in treasury by Maxim or held directly by Analog Devices or Acquisition Sub (which shares will be cancelled)) that was issued and outstanding immediately prior to the effective time will be converted into the right to receive 0.6300 of a share of Analog Devices common stock as well as cash (without interest and less any applicable withholding taxes) in lieu of any fraction of a share of Analog Devices common stock.

The exchange ratio is fixed, which means that it will not change between now and the date of the merger, regardless of whether the market price of Analog Devices common stock or Maxim common stock changes.

Treatment of Maxim Equity Awards (Page 128)

At the effective time, each outstanding Maxim stock option, whether vested or unvested, will be assumed by Analog Devices and converted into an Analog Devices option relating to a number of shares of Analog Devices common stock equal to (a) the number of shares of Maxim common stock subject to the Maxim stock option immediately prior to the effective time, multiplied by (b) the exchange ratio, rounded down to the nearest whole share number, with a per share exercise price equal to (i) the per share exercise price applicable to such Maxim stock option immediately prior to the effective time; divided by (ii) the exchange ratio, rounded up to the nearest whole cent.

At the effective time, each outstanding award with respect to Maxim restricted stock units, which is referred to as a “Maxim RSU,” and each outsanding Maxim restricted stock award, which is referred to as a “Maxim RSA,” will be assumed by Analog Devices and converted, (a) with respect to each Maxim RSU, into a restricted stock unit award with respect to shares of Analog Devices common stock and (b) with respect to each Maxim RSA, into restricted shares of Analog Devices common stock, with the number of shares of Analog Devices common stock subject to each such assumed Maxim RSU and Maxim RSA, equal to (i) the number of shares of Maxim common stock subject to such Maxim RSU or Maxim RSA immediately prior to the effective time; multiplied by (ii) the exchange ratio.

At the effective time, each outstanding award with respect to Maxim performance-based market stock units, which is referred to as a “Maxim MSU,” will be assumed by Analog Devices and converted into a time-based restricted stock unit award with respect to shares of Analog Devices common stock, with the number of shares of Analog Devices common stock equal to (a) the number of shares of Maxim common stock subject to such Maxim MSU after giving effect to the applicable provisions of the award agreement governing such Maxim MSU upon the consummation of a “change in control” multiplied by (b) the exchange ratio.

Recommendation of the Analog Devices Board of Directors; Analog Devices’ Reasons for the Merger (Page 78)

The Analog Devices board of directors unanimously recommends that you vote “FOR” the Analog Devices share issuance proposal and “FOR” the Analog Devices adjournment proposal. For a description of some of the factors considered by the Analog Devices board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger and the share issuance, and additional information on the recommendation of the Analog Devices board of directors, see the section entitled “The Merger—Recommendation of the Analog Devices Board of Directors; Analog Devices’ Reasons for the Merger” beginning on page 78.



 

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Recommendation of the Maxim Board of Directors; Maxim’s Reasons for the Merger (Page 81)

The Maxim board of directors unanimously recommends that you vote “FOR” the Maxim merger proposal, “FOR” the Maxim compensation proposal and “FOR” the Maxim adjournment proposal. For a description of some of the factors considered by the Maxim board of directors in reaching its decision to approve the merger agreement and additional information on the recommendation of the Maxim board of directors that Maxim stockholders vote to adopt the merger agreement, see the section entitled “The Merger—Recommendation of the Maxim Board of Directors; Maxim’s Reasons for the Merger” beginning on page 81.

Opinions of Analog Devices’ Financial Advisors (Page 86 and Annex B and Annex C)

Opinion of Morgan Stanley

Analog Devices retained Morgan Stanley, to act as a financial advisor to the Analog Devices board of directors in connection with the proposed merger. The Analog Devices board of directors selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in the industry, and its knowledge of Analog Devices’ business and affairs. At the meeting of the Analog Devices board of directors on July 11, 2020, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in the written opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to Analog Devices.

The full text of the written opinion of Morgan Stanley, dated as of July 11, 2020, which sets forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this joint proxy statement/prospectus as Annex B. You are encouraged to read the entire opinion carefully and in its entirety. Morgan Stanley’s opinion was rendered for the benefit of the Analog Devices board of directors, in its capacity as such, and addressed only the fairness from a financial point of view of the exchange ratio pursuant to the merger agreement to Analog Devices as of the date of the opinion. Morgan Stanley’s opinion did not address any other aspect of the merger or related transactions, including the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, the price at which shares of Analog Devices common stock would trade at any time in the future, or the fairness of the amount or nature of the compensation to any officers, directors or employees of any party to the merger, or any class of such persons, relative to the exchange ratio. The opinion was addressed to, and rendered for the benefit of, the Analog Devices board of directors and was not intended to, and does not, constitute advice or a recommendation to any holder of shares of Analog Devices common stock or any holder of shares of Maxim common stock as to how to vote or act on any matter with respect to the merger or related transactions or any other action with respect to the transactions contemplated by the merger agreement, including the merger. For a further discussion of Morgan Stanley’s opinion, see “The Merger—Opinions of Analog Devices’ Financial Advisors—Opinion of Morgan Stanley” beginning on page 86.

Opinion of BofA Securities

In connection with the merger, BofA Securities, Analog Devices’ financial advisor, delivered to the Analog Devices board of directors a written opinion, dated July 11, 2020, as to the fairness, from a financial point of view and as of the date of the opinion, of the exchange ratio provided for in the merger to Analog Devices.

The full text of the written opinion of BofA Securities, dated as of July 11, 2020, which sets forth, among other things, the various assumptions made, procedures followed, matters considered and



 

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qualifications and limitations on the scope of the review undertaken by BofA Securities in rendering its opinion, is attached to this joint proxy statement/prospectus as Annex C. You are encouraged to read the entire opinion carefully and in its entirety. BofA Securities provided its opinion to the Analog Devices board of directors (in its capacity as such) for the benefit and use of the Analog Devices board of directors in connection with and for purposes of its evaluation of the exchange ratio provided for in the merger from a financial point of view. BofA Securities’ opinion does not address any terms or other aspects or implications of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Analog Devices or any of its affiliates or in which Analog Devices or any of its affiliates might engage or as to the underlying business decision of Analog Devices to proceed with or effect the merger. BofA Securities’ opinion does not address any other aspect or implication of the merger and does not constitute a recommendation to any shareholder as to how to vote or act in connection with the proposed merger or any related matter. For a further discussion of BofA Securities’ opinion, see “The Merger—Opinions of Analog Devices’ Financial Advisors—Opinion of BofA Securities” beginning on page 94.

Opinion of Maxim’s Financial Advisor (Page 102 and Annex D)

Pursuant to an engagement letter, Maxim retained J.P. Morgan Securities LLC, which is referred to as “J.P. Morgan,” as its financial advisor in connection with the proposed merger.

At the meeting of the Maxim board of directors on July 12, 2020, J.P. Morgan rendered its oral opinion to the Maxim board of directors that, as of such date and based upon and subject to the assumptions, qualifications, limitations and other matters set forth in J.P. Morgan’s written opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Maxim common stock. J.P. Morgan subsequently confirmed its oral opinion by delivering its written opinion, dated July 12, 2020, to the Maxim board of directors, that, as of such date, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Maxim common stock.

The full text of the written opinion of J.P. Morgan, which sets forth the assumptions made, matters considered, and limits on the review undertaken, is attached as Annex D to this joint proxy statement/prospectus and is incorporated by reference herein. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Maxim stockholders are urged to read the opinion in its entirety.

J.P. Morgan’s written opinion was addressed to the Maxim board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the exchange ratio in the proposed merger and did not address any other aspect of the proposed merger. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the proposed merger to the holders of any other class of securities, creditors or other constituencies of Maxim or as to the underlying decision by Maxim to engage in the proposed merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion did not and does not constitute a recommendation to any Maxim stockholder as to how such stockholder should vote with respect to the proposed merger or any other matter.

For additional information, see “The Merger—Opinion of Maxim’s Financial Advisor” beginning on page 102 and Annex D to this joint proxy statement/prospectus.

The Analog Devices Special Meeting (Page 53)

The Analog Devices special meeting is scheduled to be held at Analog Devices’ offices located at One Technology Way, Norwood, Massachusetts 02062, on October 8, 2020, beginning at 11:00 a.m., Eastern Time, unless postponed to a later date.



 

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The purposes of the Analog Devices special meeting are as follows:

 

   

Analog Devices Proposal 1: Approval of the Share Issuance. To consider and vote on the Analog Devices share issuance proposal; and

 

   

Analog Devices Proposal 2: Adjournments of the Analog Devices Special Meeting. To consider and vote on the Analog Devices adjournment proposal.

Completion of the merger is conditioned on the approval of the Analog Devices share issuance proposal by Analog Devices shareholders.

Only holders of record of shares of Analog Devices common stock outstanding as of the close of business on August 31, 2020, the record date for the Analog Devices special meeting, are entitled to notice of, and to vote at, the Analog Devices special meeting or any adjournment or postponement of the Analog Devices special meeting. Analog Devices shareholders may cast one vote for each share of Analog Devices common stock that Analog Devices shareholders own of record as of that record date.

A quorum of shareholders is necessary to conduct the Analog Devices special meeting. The holders of a majority of the shares of Analog Devices common stock issued and outstanding and entitled to vote at the meeting must be present in person or represented by proxy at the Analog Devices special meeting in order to constitute a quorum. Abstentions will be counted for purposes of determining whether a quorum exists. If a quorum is not present, the Analog Devices special meeting will be postponed until the holders of the number of shares of Analog Devices common stock required to constitute a quorum attend. Brokers are not permitted to vote on any of the matters to be considered at the Analog Devices special meeting unless they have received instructions from the beneficial owners. As a result, no “broker non-votes” are expected at the meeting, and shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals brought before the Analog Devices special meeting.

Assuming a quorum is present at the Analog Devices special meeting, approval of the Analog Devices share issuance proposal requires the affirmative vote of a majority of the votes cast on the Analog Devices share issuance proposal by shares of Analog Devices common stock present in person at the Analog Devices special meeting website or represented by proxy at the Analog Devices special meeting. A failure to vote, a broker non-vote or an abstention will have no effect on the outcome of the Analog Devices share issuance proposal, assuming a quorum is present.

Whether or not there is a quorum, the approval of the Analog Devices adjournment proposal requires the affirmative vote of a majority of the votes cast on the Analog Devices adjournment proposal by shares of Analog Devices common stock present in person at the Analog Devices special meeting website or represented by proxy at the Analog Devices special meeting. A failure to vote, a broker non-vote or an abstention will have no effect on the outcome of the Analog Devices adjournment proposal.

The Maxim Special Meeting (Page 61)

The Maxim special meeting will be held virtually via the Internet on October 8, 2020, beginning at 8:00 a.m., Pacific Time. In light of ongoing developments related to the COVID-19 (coronavirus) pandemic, Maxim has elected to hold the Maxim special meeting solely by means of remote communication via the Internet. The Maxim special meeting will be held solely via live webcast and there will not be a physical meeting location. Maxim stockholders will be able to attend the Maxim special meeting online and vote their shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/MXIM2020EGM, which is referred to as the “Maxim special meeting website.”



 

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The purposes of the Maxim special meeting are as follows:

 

   

Maxim Proposal 1: Adoption of the Merger Agreement. To consider and vote on the Maxim merger proposal;

 

   

Maxim Proposal 2: Approval, on an Advisory (Non-Binding) Basis of Certain Merger-Related Compensatory Arrangements with Maxim’s Named Executive Officers. To consider and vote on the Maxim compensation proposal; and

 

   

Maxim Proposal 3: Adjournment of the Maxim Special Meeting. To consider and vote on the Maxim adjournment proposal.

Completion of the merger is conditioned on the approval of the Maxim merger proposal by Maxim stockholders. Approval of the advisory proposal concerning the merger-related compensation arrangements for Maxim’s named executive officers is not a condition to the obligation of either Maxim or Analog Devices to complete the merger.

Only holders of record of shares of Maxim common stock outstanding as of the close of business on August 31, 2020, the record date for the Maxim special meeting, are entitled to notice of, and to vote at, the Maxim special meeting or any adjournment or postponement of the Maxim special meeting. Maxim stockholders may cast one vote for each share of Maxim common stock that Maxim stockholders own of record as of that record date.

A quorum of Maxim stockholders is necessary to hold the Maxim special meeting. A quorum will exist at the Maxim special meeting if holders of record of shares of Maxim common stock representing a majority of the outstanding shares of Maxim common stock entitled to vote at the meeting are present in person via the Maxim special meeting website or represented by proxy. All shares of Maxim common stock represented by a valid proxy and all abstentions will be counted as present for purposes of establishing a quorum. All of the proposals for consideration at the Maxim special meeting are considered “non-routine” matters under the NYSE and Nasdaq rules, and, therefore, brokers are not permitted to vote on any of the matters to be considered at the Maxim special meeting unless they have received instructions from the beneficial owners. As a result, no “broker non-votes” are expected at the meeting, and shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals brought before the Maxim special meeting.

Assuming a quorum is present at the Maxim special meeting, approval of the Maxim merger proposal requires the affirmative vote of a majority of the outstanding shares of Maxim common stock entitled to vote on the proposal. Shares of Maxim common stock not present at the Maxim special meeting, shares that are present and not voted on the Maxim merger proposal, including due to the failure of any Maxim stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the Maxim merger proposal, and abstentions will have the same effect as a vote “AGAINST” the Maxim merger proposal.

Assuming a quorum is present at the Maxim special meeting, approval of the Maxim compensation proposal requires the affirmative vote of a majority of the shares of Maxim common stock present in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting. Accordingly, any shares not present in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting, including due to the failure of any stockholder holding their shares in “street name” to provide any voting instructions to their broker with respect to the Maxim special meeting, will have no effect on the outcome of the Maxim compensation proposal, assuming a quorum is present. However, assuming a quorum is present, an abstention or other failure of any represented shares to vote on the Maxim compensation proposal will have the



 

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same effect as a vote “AGAINST” the Maxim compensation proposal. In addition, if any Maxim stockholder who holds their shares in “street name” through a bank, broker or other nominee gives voting instructions to such bank, broker or other nominee with respect to one or more proposals at the Maxim special meeting but not with respect to the Maxim compensation proposal such shares will have the same effect as a vote “AGAINST” the Maxim compensation proposal.

Whether or not there is a quorum, the approval of the Maxim adjournment proposal requires the affirmative vote of a majority of the shares that are present in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting. Accordingly, any shares not present in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting, including due to the failure of any stockholder holding their shares in “street name” to provide any voting instructions to their broker with respect to the Maxim special meeting, will have no effect on the outcome of the Maxim compensation proposal. However, an abstention or other failure of any represented shares to vote on the proposal will have the same effect as a vote “AGAINST the Maxim adjournment proposal. In addition, if any Maxim stockholder who holds their shares in “street name” through a bank, broker or other nominee provides voting instructions with respect to one or more other proposals before the Maxim special meeting, but not the Maxim adjournment proposal, it will count as a vote “AGAINST” the Maxim adjournment proposal.

Interests of Analog Devices’ Directors and Executive Officers in the Merger (Page 163)

In considering the recommendations of the Analog Devices board of directors, Analog Devices shareholders should be aware that Analog Devices’ directors and executive officers have interests in the merger, including financial interests, that may be different from, or in addition to, the interests of the other Analog Devices shareholders generally. The Analog Devices board of directors was aware of and considered these interests, among other matters, when it determined that the merger and the share issuance were fair to and in the best interests of Analog Devices and its shareholders, approved and declared advisable the merger agreement, and recommended that Analog Devices shareholders approve the share issuance.

These interests are discussed in more detail in the section entitled “Interests of Analog Devices’ Directors and Executive Officers in the Merger” beginning on page 163.

Interests of Maxim’s Directors and Executive Officers in the Merger (Page 164)

In considering the recommendations of the Maxim board of directors, Maxim stockholders should be aware that Maxim’s directors and executive officers have interests in the merger, including financial interests, which may be different from, or in addition to, the interests of the other Maxim stockholders generally. The Maxim board of directors was aware of and considered these interests, among other matters, in reaching its decision to approve the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, and to recommend that Maxim stockholders vote to adopt of the merger agreement.

These interests include:

 

   

Maxim stock options, Maxim RSUs, Maxim RSAs and Maxim MSUs, including those held by directors and executive officers will be converted into a number of corresponding equity awards with respect to Analog Devices common stock based on the exchange ratio, which will vest in full upon certain terminations of employment following the effective time;

 

   

Maxim’s executive officers are entitled to double-trigger severance payments and benefits under Maxim’s amended and restated change in control employee severance plan for U.S. based employees in the event of a qualifying termination of employment following the effective time;



 

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the merger agreement provides that the directors and officers of Maxim and its subsidiaries will have the right to indemnification and continued coverage under directors’ and officers’ liability insurance policies following the merger; and

 

   

two members of the Maxim board of directors, including Tunç Doluca, President and Chief Executive Officer of Maxim, will be added to the Analog Devices board of directors at the effective time.

These interests are discussed in more detail in the section entitled “Interests of Maxim’s Directors and Executive Officers in the Merger” beginning on page 164.

Governance of the Combined Company (Page 129)

Analog Devices has agreed to add two members of the Maxim board of directors to the Analog Devices board of directors at the effective time, with such two directors to hold office until the earliest to occur of the appointment or election of his or her respective successor or his or her resignation or proper removal. One of the directors will be Tunç Doluca, President and Chief Executive Officer of Maxim, and the other director will be selected by mutual agreement of Analog Devices and Maxim. Analog Devices has agreed to nominate both directors for election at the first annual meeting of Analog Devices shareholders that occurs after the closing.

Organizational Documents and Directors and Officers of the Surviving Corporation (Page 129)

At the effective time, Maxim’s certificate of incorporation will be amended and restated in its entirety to read as the certificate of incorporation of Acquisition Sub. The parties to the merger agreement will also take all requisite actions to amend the bylaws of Maxim to conform to the bylaws of Acquisition Sub and to incorporate Maxim’s director and officer indemnification and advancement of expenses provisions, as such provisions were included in Maxim’s bylaws as of the date of the merger agreement. The name of the surviving corporation will be “Maxim Integrated Products, Inc.” Acquisition Sub’s directors and officers immediately prior to the effective time will become the initial directors and officers of Maxim as the surviving corporation.

Certain Beneficial Owners of Analog Devices Common Stock (Page 188)

At the close of business on August 26, 2020, the latest practicable date prior to the date of this joint proxy statement/prospectus, Analog Devices’ directors and executive officers and their affiliates, as a group, owned and were entitled to vote less than 1% of the shares of Analog Devices common stock outstanding on August 26, 2020. Although none of them has entered into any agreement obligating them to do so, Analog Devices currently expects that all of its directors and executive officers will vote their shares “FOR” the Analog Devices share issuance proposal and “FOR” the Analog Devices adjournment proposal. For more information regarding the security ownership of Analog Devices directors and executive officers, see the information provided in the section entitled “Certain Beneficial Owners of Analog Devices Common Stock—Security Ownership of Analog Devices Directors and Executive Officers” beginning on page 188.

Certain Beneficial Owners of Maxim Common Stock (Page 190)

At the close of business on August 26, 2020, the latest practicable date prior to the date of this joint proxy statement/prospectus, Maxim’s directors and executive officers and their affiliates, as a group, owned and were entitled to vote less than 1% of the shares of Maxim common stock outstanding on August 26, 2020. Although none of them has entered into any agreement obligating them to do so, Maxim currently expects that all of its directors and executive officers will vote their shares “FOR” the Maxim merger proposal, “FOR” the Maxim compensation proposal, and “FOR” the Maxim adjournment proposal. For more information regarding the security ownership of Maxim directors and executive officers, see the information provided in the section entitled



 

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“Certain Beneficial Owners of Maxim Common Stock—Security Ownership of Maxim Directors and Executive Officers” beginning on page 190.

Regulatory Approvals (Page 118)

Analog Devices, Acquisition Sub and Maxim have each agreed to cooperate with each other and to use (and to cause their subsidiaries to cooperate and use) reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done all things necessary to cause the conditions to the closing to be satisfied as promptly as reasonably practicable and to consummate the merger, including to obtain (and to cooperate with each other in obtaining) all required regulatory approvals as promptly as practicable (and in any event no later than the end date), subject to certain limits described in the section entitled “The Merger—Regulatory Approvals” beginning on page 118.

The obligations of Analog Devices and Maxim to consummate the merger are subject to, among other conditions, the termination or expiration of any waiting period (or any extension thereof) applicable to the transactions contemplated by the merger agreement under the HSR Act, and the receipt of any approvals and clearances required in connection with the transactions contemplated by the merger agreement under the competition laws of the European Union, China, Japan, Korea, Philippines, Taiwan, Israel (to the extent reasonably determined by the parties to be required), and Singapore (to the extent reasonably determined by the parties to be required).

On July 24, 2020, Analog Devices and Maxim filed Notification and Report Forms, which are referred to as HSR notifications, with the DOJ and the FTC. On August 24, 2020, Analog Devices voluntarily withdrew its HSR notification and re-filed its HSR notification on August 26, 2020, commencing a new 30-day waiting period under the HSR Act. Analog Devices and Maxim are in the process of filing notices and applications to satisfy the filing requirements and to seek to obtain the necessary regulatory clearances in the other relevant jurisdictions.

Ownership of the Combined Company (Page 121)

Based on the number of shares of Analog Devices common stock and Maxim common stock outstanding on August 31, 2020 and the exchange ratio, upon completion of the merger, former Maxim stockholders are expected to own approximately 31% of the outstanding shares of Analog Devices common stock and Analog Devices shareholders immediately prior to the merger are expected to own approximately 69% of the outstanding shares of Analog Devices common stock. The relative ownership interests of Analog Devices shareholders and former Maxim stockholders in the combined company immediately following the merger will depend on the number of shares of Analog Devices common stock and Maxim common stock issued and outstanding immediately prior to the merger.

Litigation Relating to the Merger (Page 121)

As of September 1, 2020, three complaints, including one putative securities class action complaint, have been filed in federal court in connection with the merger. On August 18, 2020, a purported Maxim stockholder filed a complaint in the United States District Court for the Northern District of California, naming Maxim and the members of the Maxim board of directors as defendants. On August 24, 2020, a purported Maxim stockholder filed a putative securities class action in the United States District Court for the District of Delaware, naming Maxim and the members of the Maxim board of directors as defendants, along with Analog Devices and Acquisition Sub. On August 26, 2020, a purported Maxim stockholder filed a complaint in the United States District Court for the Eastern District of New York, naming Maxim and the members of the Maxim board of directors as defendants.



 

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The complaints allege, among other things, that the registration statement on Form S-4 filed by Analog Devices relating to the merger omits material information concerning the transactions contemplated by the merger agreement in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. For additional information see the section entitled “The Merger—Litigation Relating to the Merger” beginning on page  121.

No Appraisal Rights (Page 185)

Neither Analog Devices shareholders nor Maxim stockholders are entitled to appraisal of their shares or dissenters’ rights with respect to the merger.

Conditions to the Completion of the Merger (Page 144)

The obligations of each of Analog Devices and Maxim to complete the merger are subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable law), at or prior to the closing, of each of the following conditions:

 

   

the SEC having declared effective the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part, and the absence of any stop order or pending (or threatened) proceedings by the SEC with respect thereto;

 

   

approval by Maxim stockholders of the Maxim merger proposal;

 

   

approval by Analog Devices shareholders of the Analog Devices share issuance proposal;

 

   

the termination or expiration of any applicable waiting period (or extension thereof) under the HSR Act and the receipt of the other specified regulatory clearances and approvals;

 

   

the approval for listing by Nasdaq of the shares of Analog Devices common stock to be issued to Maxim stockholders in the merger, including shares of Analog Devices common stock to be issued in connection with assumed Maxim equity awards; and

 

   

the absence of any law or order by any governmental entity of competent jurisdiction preventing, enjoining or making illegal the consummation of the merger.

In addition, each party’s obligation to complete the merger is subject to, among other things, the accuracy of certain representations and warranties of the other party and the compliance by such other party with certain of its covenants, in each case, subject to the materiality standards set forth in the merger agreement.

Neither Analog Devices nor Maxim can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

No Solicitation of Acquisition Proposals (Page 135)

As more fully described in the section of this joint proxy statement/prospectus entitled “The Merger Agreement—No Solicitation of Acquisition Proposals,” subject to the exceptions summarized below, Maxim and Analog Devices have each agreed that they will not (a) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries regarding, or the submission or announcement by any person of, any proposal or offer that constitutes, or would reasonably be expected to lead to, an acquisition proposal (as defined in the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals” beginning on page 135), (b) furnish any information regarding such party or its subsidiaries in connection with, for the purpose of soliciting, initiating, encouraging or facilitating, or in response to, an acquisition proposal, (c) engage in or otherwise participate in any discussions or negotiations with any person with respect to any acquisition proposal or any inquiry, proposal



 

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or offer that would reasonably be expected to lead to an acquisition proposal, or (d) approve, adopt, recommend or enter into, or propose to approve, adopt, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle with respect to any acquisition proposal.

Notwithstanding the restrictions described above, if at any time prior to obtaining approval of the Maxim merger proposal, in the case of Maxim, or the Analog Devices share issuance proposal, in the case of Analog Devices, Maxim or Analog Devices, as applicable, receives a bona fide, written acquisition proposal that did not result from a breach of the non-solicitation provisions in the merger agreement and that the Maxim board of directors or the Analog Devices board of directors, as applicable, determines in good faith (after consultation with its outside legal counsel and financial advisor) constitutes or could reasonably be expected to lead to a superior proposal (as defined in the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals” beginning on page 135), Maxim or Analog Devices, as applicable, may (a) engage in discussions or negotiations with the party making the acquisition proposal and (b) furnish information with respect to Maxim or Analog Devices, as applicable, to the party making the acquisition proposal, in either case, subject to certain conditions and obligations in the merger agreement.

Maxim and Analog Devices have also agreed to notify the other (a) promptly following (and in any event, within 48 hours of the receipt of) any acquisition proposal or any request for information that is reasonably likely to lead to an acquisition proposal and (b) to keep the other party reasonably informed on a current basis (and in any event, within 24 hours) as to the status of any acquisition proposal, including informing the other party of any material change to such acquisition proposal’s terms, the status of any negotiations, and any change in its intentions.

No Change of Recommendation (Page 137)

The merger agreement provides that, among other restrictions and subject to certain exceptions, neither the Maxim board of directors nor the Analog Devices board of directors will (a) withdraw, modify, amend or qualify (or publicly propose to do so), in a manner adverse the other party, the Maxim board of directors’ recommendation to Maxim stockholders to adopt the merger agreement or the Analog Devices board of directors’ recommendation to Analog Devices shareholders to approve the share issuance, as applicable, or (b) approve, recommend or declare advisable (or publicly propose to do so) any acquisition proposal.

Notwithstanding the restrictions described above, at any time prior to obtaining the approval by Maxim stockholders of the Maxim merger proposal or by Analog Devices shareholders of the Analog Devices share issuance proposal, as the case may be, the Maxim board of directors or the Analog Devices board of directors, as applicable, may, if it determines in good faith (after consultation with its outside legal counsel and financial advisor) that an acquisition proposal is a superior proposal (and subject to compliance with certain obligations set forth in the merger agreement, including providing the other party with prior notice and the opportunity to negotiate for a period to match the terms of the superior proposal), make a change of recommendation.

In addition, the Maxim board of directors or the Analog Devices board of directors, as the case may be, are permitted under certain circumstances, prior to obtaining shareholder approval of the Maxim merger proposal, in the case of Maxim, or the Analog Devices share issuance proposal, in the case of Analog Devices, and subject to compliance with certain obligations set forth in the merger agreement (including providing the other party with prior notice and the opportunity to negotiate during such notice period to amend the terms of the merger agreement) to make a change of recommendation in response to an intervening event (unrelated to an acquisition proposal) if the Maxim board of directors or the Analog Devices board of directors, as applicable, determines in good faith (after consultation with its outside legal counsel and financial advisor) that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties.



 

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Termination of the Merger Agreement (Page 146)

The merger agreement may be terminated and the merger abandoned:

 

   

by mutual written consent of Maxim and Analog Devices at any time prior to the effective time;

 

   

by either Maxim or Analog Devices, if the merger has not been consummated on or prior to the end date, including any automatic extensions thereof (however, a party may not terminate the merger agreement if such party’s material breach of any of its obligations under the merger agreement was the primary cause of, or primarily resulted in, the failure of the closing to have occurred by the end date);

 

   

by either Maxim or Analog Devices, if a governmental authority of competent jurisdiction issues a final and non-appealable order or adopts or enacts a law that is final and non-appealable that permanently prevents, enjoins or makes illegal the consummation of the merger (however, a party may not terminate the merger agreement if such party’s material breach of any of its obligations under the merger agreement was the primary cause of, or primarily resulted in, such order or law);

 

   

by either party, if the other party has made a change of recommendation, prior to the other party obtaining its required shareholder approval;

 

   

by either party, if either the Maxim merger proposal or the Analog Devices share issuance proposal is not approved at the Maxim special meeting or the Analog Devices special meeting, as applicable, including any postponement or adjournment thereof; or

 

   

by either Maxim or Analog Devices, if any representation or warranty of the other party becomes inaccurate or the other party breaches any covenant in the merger agreement and such inaccuracy or breach (a) would result in the failure of certain conditions to closing and (b) is not curable by the end date or, if curable and the other party is using reasonable best efforts to cure, is not cured by the date that is 30 days following written notice describing such breach (however, the terminating party may not exercise this termination right if it is then in material breach of any representation, warranty or agreement contained in the merger agreement).

Termination Fees (Page 147)

Maxim and Analog Devices have each agreed to pay a termination fee of $725 million in cash to the other party if the merger agreement is terminated in certain circumstances involving a change of recommendation by the party obligated to pay the fee (including the failure of such party to obtain the required stockholder approval following its change of recommendation). Maxim and Analog Devices are also required to pay a termination fee of $725 million if the party obligated to pay the fee enters into or consummates a superior proposal following certain terminations of the merger agreement, including a termination due to such party’s failure to obtain the required stockholder approval, after an alternative proposal has been made or due to a breach of such party’s non-solicitation obligations under the merger agreement.

Analog Devices must pay Maxim a regulatory termination fee of $830 million in cash if the merger agreement is terminated in certain circumstances involving the failure to obtain required regulatory approvals.

Neither Analog Devices nor Maxim will be required to pay a termination fee on more than one occasion. Furthermore, except in the case of fraud or intentional and material breach of the merger agreement, if a party receives a termination fee, then the termination fee will be the recipient’s sole and exclusive remedy against the other party, its affiliates and its and their respective representatives in connection with the merger agreement.

Accounting Treatment (Page 122)

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(“ASC”) 805, “Business Combinations” (“ASC 805”), with Analog Devices representing the accounting acquirer under this guidance. Analog Devices will record assets acquired, including identifiable intangible assets, and liabilities assumed from Maxim at their respective fair values at the date of completion of the merger. Any excess of the purchase price (as described under Note 2 —“Basis of Pro Forma Presentation” under “Unaudited Pro Forma Condensed Combined Financial Statements—Notes to Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 155 over the net fair value of such assets and liabilities will be recorded as goodwill.

The financial condition and results of operations of Analog Devices after completion of the merger will reflect Maxim after completion of the merger, but will not be restated retroactively to reflect the historical financial condition or results of operations of Maxim. The earnings of Analog Devices following completion of the merger will reflect acquisition accounting adjustments, including the effect of changes in the carrying value for assets and liabilities on depreciation expense and amortization expense. Indefinite-lived intangible assets, including goodwill, will not be amortized but will be tested for impairment at least annually, and all tangible and intangible assets including goodwill will be tested for impairment when certain indicators are present. If, in the future, Analog Devices determines that tangible or intangible assets (including goodwill) are impaired, Analog Devices would record an impairment charge at that time.

Material U.S. Federal Income Tax Consequences of the Merger (Page 169)

Analog Devices and Maxim intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and currently expect to report the merger as qualifying as a reorganization for U.S. federal income tax purposes.

Assuming the merger qualifies as a reorganization, U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 169) of shares of Maxim common stock will generally not be subject to U.S. federal income tax as a result of the exchange of their shares of Maxim common stock for shares of Analog Devices common stock in the merger (except in connection with any cash received in lieu of a fractional share of Analog Devices common stock). The material U.S. federal income tax consequences of the merger are discussed in more detail in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 169. The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the merger that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state, or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws.

All Maxim stockholders should consult their own tax advisors as to the specific tax consequences to them of the merger, including the applicability and effect of any U.S. federal, state, local, foreign and other tax laws.

Comparison of Shareholders’ Rights (Page 172)

Upon completion of the merger, Maxim stockholders receiving shares of Analog Devices common stock will become Analog Devices shareholders. The rights of Analog Devices shareholders will be governed by the Massachusetts General Laws and Analog Devices’ governing documents in effect at the effective time. Differences between the rights of Maxim stockholders and the rights of Analog Devices shareholders are described in more detail under the section entitled “Comparison of Shareholders’ Rights” beginning on page 172.



 

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Listing of Analog Devices Common Stock; Delisting and Deregistration of Maxim Common Stock (Page 123)

It is a condition to the merger that the shares of Analog Devices common stock to be issued to Maxim stockholders in the merger be approved for listing on Nasdaq, subject to official notice of issuance. If the merger is completed, Maxim common stock will be delisted from Nasdaq and deregistered under the Exchange Act, following which Maxim will no longer be required to file periodic reports with the SEC with respect to Maxim common stock.

Maxim has agreed to cooperate with Analog Devices prior to the closing to cause the Maxim common stock to be delisted from Nasdaq and be deregistered under the Exchange Act as soon as practicable after the effective time.

Risk Factors (Page 35)

In evaluating the merger agreement, the merger or the share issuance, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in the section entitled “Risk Factors” beginning on page 35.



 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ANALOG DEVICES

The following selected historical consolidated financial data of Analog Devices for each of the fiscal years during the three-year period ended November 2, 2019 and the selected historical consolidated balance sheet data as of November 2, 2019 and November 3, 2018 have been derived from Analog Devices’ audited consolidated financial statements as of and for the fiscal year ended November 2, 2019 contained in Analog Devices’ Annual Report on Form 10-K for the fiscal year ended November 2, 2019, which is incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data for each of the fiscal years ended October 29, 2016 and October 31, 2015 and the selected balance sheet data as of October 28, 2017, October 26, 2016 and October 31, 2015 have been derived from Analog Devices’ audited consolidated financial statements as of and for such years contained in Analog Devices’ other reports filed with the SEC, which are not incorporated by reference into this joint proxy statement/prospectus.

The unaudited selected financial data for Analog Devices as of August 1, 2020, and for the nine months ended August 1, 2020 and August 3, 2019, are derived from Analog Devices’ unaudited condensed consolidated financial statements and accompanying notes, which are contained in Analog Devices’ Quarterly Report on Form 10-Q for the quarter ended August 1, 2020, which is incorporated by reference into this joint proxy statement/prospectus. The selected financial data as of August 3, 2019 is derived from Analog Devices’ unaudited condensed consolidated financial statements for the quarter ended August 3, 2019, which have previously been filed with the SEC but which are not incorporated by reference into this joint proxy statement/prospectus. The unaudited financial data presented have been prepared on a basis consistent with Analog Devices’ audited consolidated financial statements. In the opinion of Analog Devices’ management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.

The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Analog Devices, including following completion of the merger, and you should read the following information together with Analog Devices’ consolidated financial statements, the related notes and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Analog Devices’ Annual Report on Form 10-K for the fiscal year ended November 2, 2019 and in its Quarterly Report on Form 10-Q for the quarter ended August 1, 2020, which are incorporated by reference into this joint proxy statement/prospectus, and in Analog Devices’ other reports filed with the SEC. For more information, see the section entitled “Where You Can Find More Information” beginning on page 195.

 

    Nine Months Ended     Fiscal Year Ended  
    (thousands, except per share amounts)  
    August 1, 2020     August 3, 2019     Nov. 2, 2019     Nov. 3,
2018 (1)
    October 28,
2017 (1)
    October 29,
2016
    October 31,
2015
 

Statement of Income data:

             

Revenue

  $ 4,076,761     $ 4,547,846     $ 5,991,065     $ 6,224,689     $ 5,246,354   $ 3,421,409     $ 3,435,092  

Net income

  $ 834,235     $ 1,085,317     $ 1,363,011     $ 1,506,980     $ 805,379   $ 861,664     $ 696,878  

Net income per common share

             

Basic

  $ 2.26     $ 2.93     $ 3.68     $ 4.05     $ 2.32   $ 2.79     $ 2.23  

Diluted

  $ 2.24     $ 2.90     $ 3.65     $ 4.00     $ 2.29   $ 2.76     $ 2.20  

Dividends declared per common share

  $ 1.78     $ 1.56     $ 2.10     $ 1.89     $ 1.77   $ 1.66     $ 1.57  

Balance Sheet data:

             

Total assets

  $ 21,599,568     $ 21,392,641     $ 21,392,641     $ 20,438,366     $ 21,118,283   $ 7,970,278     $ 7,058,777  

Debt

  $ 5,592,977     $ 5,690,077     $ 5,491,919     $ 6,332,674     $ 7,851,084   $ 1,732,177     $ 869,935  

 

(1)

Balances for fiscal 2018 and fiscal 2017 have been restated to reflect the adoption of Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (ASU 2014-09).



 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MAXIM

The following table presents selected historical consolidated financial data of Maxim for the fiscal years ended June 27, 2020, June 29, 2019 and June 30, 2018 and selected historical consolidated balance sheet data as of June 27, 2020 and June 29, 2019, which have been derived from Maxim audited consolidated financial statements as of and for the fiscal year ended June 27, 2020 and related notes contained in Maxim’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020, which is incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data for each of the fiscal years ended June 24, 2017 and June 25, 2016 and the selected historical consolidated balance sheet data as of June 30, 2018, June 24, 2017 and June 25, 2016 have been derived from Maxim’s audited consolidated financial statements and related notes as of and for such years contained in Maxim’s other reports filed with the SEC, which are not incorporated by reference into this joint proxy statement/prospectus.

The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Maxim, including following completion of the merger, and you should read the following information together with Maxim’s consolidated financial statements, the related notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Maxim’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020, which is incorporated by reference into this joint proxy statement/prospectus, and in Maxim’s other reports filed with the SEC. For more information, see the section entitled “Where You Can Find More Information” beginning on page 195.

 

     Fiscal Year Ended  
     June 27, 2020      June 29, 2019      June 30, 2018      June 24, 2017      June 25, 2016  
     (In thousands, except per share data)  

Consolidated Statement of
Income Data:

              

Net revenues

   $ 2,191,395      $ 2,314,329      $ 2,480,066      $ 2,295,615      $ 2,194,719  

Cost of goods sold

     758,743        813,823        853,945        849,135        950,331  

Operating income

     686,394        747,098        833,448        694,777        313,849  

Net Income

     654,694        827,486        467,318        571,613        227,475  

Earnings Per Share Data:

              

Earnings per share:

              

Basic

   $ 2.43      $ 3.01      $ 1.66      $ 2.02      $ 0.80  

Diluted

   $ 2.41      $ 2.97      $ 1.64      $ 1.98      $ 0.79  

Weighted-average shares used in the calculation of earnings per share:

              

Basic

     269,341        274,966        280,979        283,147        285,081  

Diluted

     272,028        278,777        285,674        287,974        289,479  

Dividends declared and paid per share

   $ 1.92      $ 1.84      $ 1.56      $ 1.32      $ 1.20  

Consolidated Balance Sheet Data:

              

Cash, cash equivalents and short-term investments

     1,614,206        1,898,332        2,626,399        2,744,839        2,230,668  

Working capital

     1,864,495        2,168,333        2,413,014        3,026,597        2,197,645  

Total assets

     3,629,303        3,743,982        4,451,561        4,570,233        4,234,616  

Long-term debt, excluding current portion

     994,022        992,584        991,147        1,487,678        990,090  

Total stockholders’ equity

     1,657,457        1,845,276        1,930,940        2,202,694        2,107,814  


 

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following tables present unaudited pro forma condensed combined financial information about Analog Devices’ consolidated balance sheet and statements of income after giving effect to the merger. The information under “Unaudited Pro Forma Condensed Combined Statement of Income” in the table below gives effect to the merger as if it had taken place on November 4, 2018, the beginning of the earliest period presented. The information under “Unaudited Pro Forma Condensed Combined Balance Sheet Data” in the table below assumes the merger had taken place on August 1, 2020. This unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting where Analog Devices is considered the acquirer of Maxim for accounting purposes. See the section titled “Accounting Treatment” beginning on page 122.

In addition, the unaudited pro forma condensed combined financial information includes adjustments which are preliminary and may be revised. There can be no assurance that such revisions will not result in material changes. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of results that actually would have occurred or that may occur in the future had the merger been completed on the dates indicated, nor is it necessarily indicative of the future operating results or financial position of Analog Devices after the merger. Future results may vary significantly from the results reflected due to various factors, including those discussed in the section titled “Risk Factors” beginning on page 35.

The information presented below should be read in conjunction with the historical consolidated financial statements of Analog Devices and Maxim, including the related notes filed by each of them with the SEC in addition to the pro forma condensed combined financial information of Analog Devices and Maxim, including the related notes appearing elsewhere in this joint proxy statement/prospectus. See the sections titled “Where You Can Find More Information” and “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on pages 195 and 150, respectively.

ANALOG DEVICES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF AUGUST 1, 2020

(In thousands)

 

    Historical                    
    Analog Devices
as of 8/1/20
    Maxim
Integrated
as of 6/27/20
    Pro Forma
Adjustments for
Reclassifications
    Pro Forma
Adjustments
for Acquisition
    Pro Forma
Condensed
Combined
 

Total assets

  $ 21,599,568     $ 3,629,303     $ —       $ 19,923,816     $ 45,152,687  

Total debt

    5,592,977       994,022       —         —         6,586,999  

Total liabilities

    9,822,008       1,971,846       —         1,358,717       13,152,571  

Total shareholders’ equity

  $ 11,777,560     $ 1,657,457     $ —       $ 18,565,099     $ 32,000,116  


 

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ANALOG DEVICES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE YEAR ENDED NOVEMBER 2, 2019

(In thousands)

 

    Historical                    
    Analog Devices
12 Months
Ended 11/2/19
    Maxim Integrated
12 Months Ended
9/28/19 (Note 3)
    Pro Forma
Adjustments for
Reclassifications
    Pro Forma
Adjustments for
Acquisition
    Pro Forma
Condensed
Combined
 

Revenue

  $ 5,991,065     $ 2,208,874     $ —       $ —       $ 8,199,939  

Operating income

  $ 1,710,608     $ 669,672     $ —       $ (716,444   $ 1,663,836  

Net income (loss)

  $ 1,363,011     $ 770,219     $ —       $ (624,267   $ 1,508,963  

Basic earnings per share

  $ 3.68     $ 2.82     $ —       $ —       $ 2.80  

Diluted earnings per share

  $ 3.65     $ 2.78     $ —       $ —       $ 2.78  

ANALOG DEVICES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED AUGUST 1, 2020

(In thousands)

 

     Historical                      
     Analog Devices
9 Months Ended
8/1/20
     Maxim Integrated
9 Months Ended
6/27/20 (Note 3)
     Pro Forma
Adjustments for
Reclassifications
     Pro Forma
Adjustments for
Acquisition
    Pro Forma
Condensed
Combined
 

Revenue

   $ 4,076,761      $ 1,658,355      $ —        $ —       $ 5,735,116  

Operating income

   $ 1,036,572      $ 530,390      $ —        $ (508,241   $ 1,058,721  

Net income (loss)

   $ 834,235      $ 514,538      $ —        $ (446,303   $ 902,470  

Basic earnings per share

   $ 2.26      $ 1.91      $ —        $ —       $ 1.68  

Diluted earnings per share

   $ 2.24      $ 1.90      $ —        $ —       $ 1.67  


 

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COMPARATIVE HISTORICAL UNAUDITED PRO FORMA PER SHARE DATA

The following tables summarize unaudited per share data for (a) Analog Devices on a historical basis for the fiscal year ended November 2, 2019 and the nine months ended August 1, 2020; (b) Analog Devices on a pro forma condensed combined basis, assuming that the merger occurred on the dates indicated; (c) Maxim on a historical basis for the twelve months ended September 28, 2019 and the nine months ended June 27, 2020 and (d) Maxim on a pro forma equivalent basis, which was calculated by multiplying the corresponding pro forma condensed combined data by the exchange ratio of 0.6300 in the merger. It has been assumed for purposes of the pro forma condensed combined financial information provided below that the pro forma events occurred on November 4, 2018 for earnings per share purposes and on August 1, 2020 for book value per share purposes.

The historical earnings per share information should be read in conjunction with the historical consolidated financial statements and notes thereto of Analog Devices and Maxim incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” on page 195. The unaudited pro forma condensed combined earnings per share information is derived from, and should be read in conjunction with, the section titled “Unaudited Pro Forma Condensed Combined Financial Statements” and related notes included in this joint proxy statement/prospectus beginning on page 150. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position of Analog Devices following the merger.

 

    Analog Devices 12 Months Ended 11/2/2019     Maxim Integrated 12 Months Ended 9/28/2019  
    Historical     Pro Forma Condensed
Combined
    Historical     Pro Forma
Equivalent(1)
 

Basic earnings per share

  $ 3.68     $ 2.80     $ 2.82     $ 1.76  

Diluted earnings per share

    3.65       2.78       2.78       1.75  

Cash dividends per share(2)

    2.10       2.10       1.86       1.32  

Book value per share(3)

    31.79       N/A       6.58       N/A  

 

    Analog Devices 9 Months Ended 8/1/2020     Maxim Integrated 9 Months Ended 6/27/2020  
    Historical     Pro Forma Condensed
Combined
    Historical     Pro Forma
Equivalent(1)
 

Basic earnings per share

  $ 2.26     $ 1.68     $ 1.91     $ 1.06  

Diluted earnings per share

    2.24       1.67       1.90       1.05  

Cash dividends per share(2)

    1.78       1.78       1.44       0.73  

Book value per share(3)

    31.90       59.41       6.21       37.43  

 

1)

The pro forma equivalent share amounts were calculated by multiplying the pro forma condensed combined per share amounts by the exchange ratio of 0.6300 shares of Analog Devices common stock per share of Maxim Integrated common stock. This information shows how each share of Maxim Integrated common stock would have participated in the combined company’s net income and book value if the pro forma events had occurred on the relevant dates.

2)

For the twelve months ended November 2, 2019 and the nine months ended August 1, 2020, Analog Devices paid cash dividends of $2.10 and $1.78 per share, respectively, to its stockholders. The pro forma dividends per share are based solely on Analog’s historical dividends.

3)

Amount is calculated by dividing shareholders’ equity by common shares outstanding at the end of the period.



 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, and the documents that Analog Devices and Maxim refer you to in this registration statement, as well as oral statements made or to be made by Analog Devices and Maxim, include certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are referred to as the “safe harbor provisions.” Statements included in or incorporated by reference into the registration statement, of which this joint proxy statement/prospectus forms a part, that are not historical facts are forward-looking statements, including statements about the beliefs and expectations of the management of each of Analog Devices and Maxim, their expectations relating to the merger and their future financial condition and performance. Words such as “believe,” “continue,” “could,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking statements that are intended to be covered by the safe harbor provisions. Analog Devices and Maxim caution investors that any forward-looking statements are subject to known and unknown risks and uncertainties, many of which are outside Analog Devices’ and Maxim’s control, and which may cause actual results and future trends to differ materially from those matters expressed in, or implied or projected by, such forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus. Although these forward-looking statements are based on assumptions that Analog Devices and Maxim management, as applicable, believe to be reasonable, they can give no assurance that these expectations will prove to be correct. Investors are cautioned not to place undue reliance on these forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following:

 

   

the occurrence of any change, event, series of events or circumstances that could give rise to the termination of the merger agreement, including a termination of the merger agreement under circumstances that could require Analog Devices to pay a termination fee to Maxim or require Maxim to pay a termination fee to Analog Devices;

 

   

uncertainties related to the timing of the receipt of required regulatory approvals for the merger and the possibility that Analog Devices and Maxim may be required to accept conditions that could reduce or eliminate the anticipated benefits of the merger as a condition to obtaining regulatory approvals or that the required regulatory approvals might not be obtained at all;

 

   

the stock price for Analog Devices common stock and Maxim common stock could change before the completion of the merger, including as a result of uncertainty as to the long-term value of the common stock of the combined company or as a result of broader stock market movements;

 

   

the possibility that the parties are unable to complete the merger due to the failure of the Analog Devices shareholders to approve the share issuance or of Maxim stockholders to adopt the merger agreement, or the failure to satisfy any of the other conditions to the completion of the merger, or unexpected delays in satisfying any conditions;

 

   

delays in closing, or the failure to close, the merger for any reason, could negatively impact Analog Devices, Maxim or the combined company;

 

   

risks that the pendency or completion of the merger and the other transactions contemplated by the merger agreement disrupt current plans and operations, which may adversely impact Analog Devices’ or Maxim’s respective businesses;

 

   

difficulties or delays in integrating the businesses of Analog Devices and Maxim following completion of the merger or fully realizing the anticipated synergies or other benefits expected from the merger;

 

   

certain restrictions during the pendency of the proposed merger that may impact the ability of Analog Devices or Maxim to pursue certain business opportunities or strategic transactions;



 

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the risk of legal proceedings that have been or may be instituted against Analog Devices, Maxim, their directors and/or others relating to the merger;

 

   

risks related to the diversion of the attention and time of Analog Devices’ or Maxim’s respective management teams from ongoing business concerns;

 

   

the risk that the proposed merger or any announcement relating to the proposed merger could have an adverse effect on the ability of Analog Devices or Maxim to retain and hire key personnel or maintain relationships with customers, suppliers, distributors, vendors, strategic partners or other third parties, including regulators and other governmental authorities or agencies, or on Analog Devices’ or Maxim’s respective operating results and businesses generally;

 

   

the potentially significant amount of any costs, fees, expenses, impairments or charges related to the merger;

 

   

the potential dilution of Analog Devices shareholders’ and Maxim stockholders’ ownership percentage of the combined company as compared to their ownership percentage of Analog Devices or Maxim, as applicable, prior to the merger;

 

   

the business, economic, political and other conditions in the countries in which Analog Devices or Maxim operate;

 

   

events beyond Analog Devices’ and Maxim’s control, such as acts of terrorism or the continuation or worsening of the COVID-19 pandemic and changes in applicable law, including changes in Analog Devices’ or Maxim’s estimates of their expected tax rate based on current tax law;

 

   

the potential dilution of the combined company’s earnings per share as a result of the merger;

 

   

Analog Devices’ and Maxim’s directors and executive officers having interests in the merger that are different from, or in addition to, the interests of Analog Devices shareholders and Maxim stockholders more generally; and

 

   

the possibility that the combined company’s results of operations, cash flows and financial position after the merger may differ materially from the unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus.

For further discussion of these and other risks, contingencies and uncertainties applicable to Analog Devices and Maxim, their respective businesses and the proposed merger, see the section entitled “Risk Factors” beginning on page 35 and in Analog Devices’ and Maxim’s other filings with the SEC that are incorporated by reference into this joint proxy statement/prospectus. See also the section entitled “Where You Can Find More Information” beginning on page 195 for more information about the SEC filings that are incorporated by reference into this joint proxy statement/prospectus.

All subsequent written or oral forward-looking statements attributable to Analog Devices or Maxim or any person acting on its or their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Neither Analog Devices nor Maxim is under any obligation to update, alter or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise, and each expressly disclaims any obligation to do so, except as may be required by law.



 

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RISK FACTORS

In considering how to vote with respect to the proposals to be considered and voted on at the Maxim special meeting, in the case of Maxim stockholders, or the Analog Devices special meeting, in the case of Analog Devices shareholders, you are urged to carefully consider all of the information included or incorporated by reference in this joint proxy statement/prospectus, which is listed in the section entitled “Where You Can Find More Information” beginning on page 195. You should also read and consider the risks associated with each of the businesses of Analog Devices and Maxim because these risks will also affect the combined company. The risks associated with the business of Analog Devices can be found in Analog Devices’ Annual Report on Form 10-K for the fiscal year ended November 2, 2019 and the risks associated with the business of Maxim can be found in Maxim’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K (excluding any information and exhibits furnished under Item 2.02 or 7.01 thereof), each of which are incorporated by reference into this joint proxy statement/prospectus. In addition, you are urged to carefully consider the following material risks relating to the merger, the business of Analog Devices, the business of Maxim and the business of the combined company.

Risks Relating to the Merger

Because the exchange ratio is fixed and will not be adjusted in the event of any change in either Analog Devices’ or Maxim’s stock price, the value of the consideration that Maxim stockholders will receive in the merger is uncertain.

Upon completion of the merger, each share of Maxim common stock outstanding immediately prior to the merger, other than shares held in treasury by Maxim or held directly by Analog Devices or Acquisition Sub, will be converted into the right to receive 0.6300 of a share of Analog Devices common stock (with cash (without interest and less any applicable withholding taxes) in lieu of any fraction of a share of Analog Devices common stock). This exchange ratio is fixed in the merger agreement and will not be adjusted for changes in the market price of either Analog Devices common stock or Maxim common stock prior to the completion of the merger. The market prices of Analog Devices common stock and Maxim common stock have fluctuated prior to and after the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Analog Devices special meeting and the Maxim special meeting, respectively, and through the date the merger is consummated.

Because the value of the merger consideration will depend on the market price of Analog Devices common stock at the time the merger is completed, Maxim stockholders will not know or be able to determine at the time of the Maxim special meeting the market value of the merger consideration they would receive upon completion of the merger. Similarly, Analog Devices shareholders will not know or be able to determine at the time of the Analog Devices special meeting the market value of the shares of Analog Devices common stock to be issued pursuant to the merger agreement compared to the market value of the shares of Maxim common stock that are being exchanged in the merger.

Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in Analog Devices’ or Maxim’s respective businesses, operations and prospects, the uncertainty as to the extent of the duration, scope and impact of the COVID-19 pandemic, market assessments of the likelihood that the merger will be completed, interest rates, general market, industry and economic conditions and other factors generally affecting the respective prices of Analog Devices’ or Maxim’s common stock, federal, state and local legislation, governmental regulation and legal developments in the industry segments in which Analog Devices or Maxim operate, and the timing of the merger and receipt of required regulatory approvals.

Many of these factors are beyond Analog Devices’ and Maxim’s control, and neither Analog Devices nor Maxim is permitted to terminate the merger agreement solely due to a decline in the market price of the common

 

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stock of the other party. You are urged to obtain current market quotations for Analog Devices common stock and Maxim common stock in determining whether to vote in favor of the Analog Devices share issuance proposal, in the case of Analog Devices shareholders, or the Maxim merger proposal, in the case of Maxim stockholders.

The market price of Analog Devices common stock will continue to fluctuate after the merger.

Upon completion of the merger, Maxim stockholders will become holders of Analog Devices common stock. The market price of the common stock of the combined company will continue to fluctuate, potentially significantly, following completion of the merger, including for the reasons described above. As a result, former Maxim stockholders could lose some or all of the value of their investment in Analog Devices common stock. In addition, any significant price or volume fluctuations in the stock market generally could have a material adverse effect on the market for, or liquidity of, the Analog Devices common stock received in the merger, regardless of the combined company’s actual operating performance.

The merger may not be completed and the merger agreement may be terminated in accordance with its terms.

The merger is subject to a number of conditions that must be satisfied, including the approval by Analog Devices shareholders of the Analog Devices share issuance proposal and approval by Maxim stockholders of the Maxim merger proposal, or waived (to the extent permitted), in each case prior to the completion of the merger. These conditions are described in the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 144. These conditions to the completion of the merger, some of which are beyond the control of Analog Devices and Maxim, may not be satisfied or waived in a timely manner or at all, and, accordingly, the merger may be delayed or not completed.

Additionally, either Analog Devices or Maxim may terminate the merger agreement under certain circumstances, including, among other reasons, if the merger is not completed by July 12, 2021 (which date may be extended to October 12, 2021 under certain circumstances if certain regulatory approvals have not been obtained by July 12, 2021 and then again to January 12, 2022 under such circumstances if such regulatory approvals have still not been obtained by October 12, 2021). In addition, if the merger agreement is terminated under certain circumstances specified in the merger agreement, Analog Devices or Maxim, as applicable, may be required to pay the other party a termination fee of $725 million, including certain circumstances in which the Analog Devices board of directors or the Maxim board of directors, as applicable, effects a change of recommendation (as defined in the section entitled “The Merger Agreement—No Change of Recommendation” beginning on page 137) or under certain circumstances where Analog Devices or Maxim, as applicable, enters into an agreement with respect to (or consummates) a superior proposal following the termination of the merger agreement. In addition, if the merger agreement is terminated under certain other circumstances specified in the merger agreement, Analog Devices may be required to pay Maxim a termination fee of $830 million, including if Analog Devices or Maxim terminates the merger agreement because the merger has not been completed by January 12, 2022 and the only other conditions yet to be satisfied are those relating to certain required regulatory approvals and the absence of restraints under applicable competition laws. See the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 146 and the section entitled “The Merger Agreement—Termination Fees” beginning on page 147 for a more complete discussion of the circumstances under which the merger agreement could be terminated and when a termination fee may be payable by Analog Devices or Maxim.

The termination of the merger agreement could negatively impact Analog Devices or Maxim and the trading prices of Analog Devices or Maxim common stock.

If the merger is not completed for any reason, including because Analog Devices shareholders fail to approve the Analog Devices share issuance proposal or because Maxim stockholders fail to approve the Maxim merger proposal, the ongoing businesses of Analog Devices and Maxim may be adversely affected and, without

 

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realizing any of the expected benefits of having completed the merger, Analog Devices and Maxim would be subject to a number of risks, including the following:

 

   

each company may experience negative reactions from the financial markets, including negative impacts on its stock price;

 

   

each company may experience negative reactions from its customers, suppliers, distributors and employees;

 

   

each company will be required to pay its respective costs relating to the merger, such as financial advisory, legal, financing and accounting costs and associated fees and expenses, whether or not the merger is completed;

 

   

the merger agreement places certain restrictions on the conduct of each company’s business prior to completion of the merger and such restrictions, the waiver of which is subject to the consent of the other company (not to be unreasonably withheld, conditioned or delayed), which may have prevented Analog Devices and Maxim from making certain acquisitions or Analog Devices and Maxim from taking certain other specified actions during the pendency of the merger that would have been beneficial (see the section entitled “The Merger Agreement—Conduct of Business Prior to the Merger’s Completion” beginning on page 132 for a description of the restrictive covenants applicable to Analog Devices and Maxim); and

 

   

matters relating to the merger (including integration planning) will require substantial commitments of time and resources by Analog Devices management and Maxim management, which could otherwise have been devoted to day-to-day operations or to other opportunities that may have been beneficial to Analog Devices or Maxim, as applicable, as an independent company.

The market price for shares of common stock of Analog Devices may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of shares of Analog Devices common stock or Maxim common stock.

Upon consummation of the merger, Analog Devices shareholders and Maxim stockholders will both hold shares of common stock in the combined company. Analog Devices’ businesses differ from those of Maxim, and Maxim’s businesses differ from those of Analog Devices, and, accordingly, the results of operations of the combined company will be affected by some factors that are different from those currently or historically affecting the results of operations of Analog Devices and those currently or historically affecting the results of operations of Maxim. The results of operations of the combined company may also be affected by factors different from those that currently affect or have historically affected either Analog Devices or Maxim. For a discussion of the businesses of each of Analog Devices and Maxim and some important factors to consider in connection with those businesses, see the section entitled “The Parties to the Merger” beginning on page 51 and the documents and information included elsewhere in this joint proxy statement/prospectus or incorporated by reference into this joint proxy statement/prospectus and listed under the section entitled “Where You Can Find More Information” beginning on page 195.

In addition, based on the number of shares of Maxim common stock outstanding as of August 31, 2020, it is expected that Analog Devices will issue approximately 168 million shares of Analog Devices common stock in the merger. Former Maxim stockholders may decide not to hold the shares of Analog Devices common stock that they will receive in the merger, and Analog Devices shareholders may decide to reduce their investment in Analog Devices as a result of the changes to Analog Devices’ investment profile as a result of the merger. Other Maxim stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of Analog Devices common stock that they receive in the merger. Such sales of Analog Devices common stock could have the effect of depressing the market price for Analog Devices common stock.

 

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The shares of common stock of the combined company to be received by Maxim stockholders as a result of the merger will have rights different from the shares of Maxim common stock.

Upon completion of the merger, Maxim stockholders will no longer be stockholders of Maxim but will instead become Analog Devices shareholders, and their rights as shareholders will be governed by the terms of the Massachusetts General Laws, Analog Devices’ amended and restated articles of organization, which is referred to as the “Analog Devices charter,” and Analog Devices’ amended and restated bylaws, which are referred to as the “Analog Devices bylaws.” See the section entitled “Comparison of Shareholders’ Rights” beginning on page 172 for a discussion of these rights.

After the merger, Maxim stockholders will have a significantly lower ownership and voting interest in Analog Devices than they currently have in Maxim and will exercise less influence over management and policies of the combined company.

Based on the number of shares of Analog Devices common stock and Maxim common stock outstanding on August 31, 2020 and the exchange ratio, upon completion of the merger, former Maxim stockholders are expected to own approximately 31% of the outstanding shares of Analog Devices common stock and Analog Devices shareholders immediately prior to the merger are expected to own approximately 69% of the outstanding shares of Analog Devices common stock. Consequently, former Maxim stockholders will have less influence over the management and policies of the combined company than they currently have over the management and policies of Maxim.

Until the completion of the merger or the termination of the merger agreement in accordance with its terms, Analog Devices and Maxim are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to Analog Devices or Maxim and their respective shareholders.

From and after the date of the merger agreement and prior to completion of the merger, the merger agreement restricts Analog Devices and Maxim from taking specified actions without the consent of the other party and requires that the business of each company and its respective subsidiaries be conducted in the ordinary course in all material respects. These restrictions may prevent Analog Devices or Maxim, as applicable, from making appropriate changes to their respective businesses or organizational structures or from pursuing attractive business opportunities that may arise prior to the completion of the merger, and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising from these restrictions during the pendency of the merger could be exacerbated by any delays in consummation of the merger or termination of the merger agreement. See the section entitled “The Merger Agreement—Conduct of Business Prior to the Merger’s Completion” beginning on page 132.

Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the merger.

The merger is subject to a number of conditions to closing as specified in the merger agreement. These closing conditions include, among others, the effectiveness of the registration statement on Form S-4 (of which this joint proxy statement/prospectus forms a part) registering the Analog Devices common stock issuable pursuant to the merger agreement and the absence of any stop order or proceedings by the SEC with respect thereto, the expiration or earlier termination of any applicable waiting period (or any extension thereof), and the receipt of required approvals, under U.S. and certain foreign competition laws, approval for listing on Nasdaq of the shares of Analog Devices common stock to be issued pursuant to the merger agreement, and the absence of governmental restraints or prohibitions preventing the consummation of the merger. The obligation of each of Maxim and Analog Devices to consummate the merger is also conditioned on, among other things, the truth and accuracy of the representations and warranties made by the other party on the date of the merger agreement and on the closing date (subject to certain materiality and material adverse effect qualifiers), and the performance by the other party in all material respects of its obligations under the merger agreement. No assurance can be given

 

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that the required shareholder, governmental and regulatory consents and approvals will be obtained or that the required conditions to closing will be satisfied, and, if all required consents and approvals are obtained and the required conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents and approvals. Any delay in completing the merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that Analog Devices and Maxim expect to achieve if the merger is successfully completed within its expected time frame. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 144.

Analog Devices and Maxim must obtain certain regulatory approvals and clearances to consummate the merger, which, if delayed, not granted or granted with burdensome or unacceptable conditions, could prevent, substantially delay or impair consummation of the merger, result in additional expenditures of money and resources or reduce the anticipated benefits of the merger.

The completion of the merger is subject to the receipt of regulatory clearance in the United States and in certain foreign jurisdictions.

With respect to the United States, under the HSR Act, the merger may not be completed until Notification and Report Forms have been filed with the FTC and the DOJ and the applicable waiting period (or any extension thereof) has expired or been terminated. A transaction requiring notification under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filing of their respective HSR notifications or the early termination of that waiting period, at the earliest. If the FTC or the DOJ issues a Request for Additional Information and Documentary Material (known as a Second Request) prior to the expiration of the waiting period, the parties must observe an additional 30-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period (or commit not to consummate the transaction for a specified period of time). Analog Devices and Maxim each filed an HSR notification with the FTC and the DOJ on July 24, 2020. On August 24, 2020, Analog Devices voluntarily withdrew its HSR notification and re-filed its HSR notification on August 26, 2020, commencing a new 30-day waiting period under the HSR Act.

At any time before or after consummation of the merger, notwithstanding the expiration or termination of the applicable waiting period under the HSR Act, the DOJ or the FTC, or any state, could take such action under competition laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the merger, and notwithstanding the expiration or termination of the applicable waiting period under the HSR Act, any state could take such action under competition laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. Under certain circumstances, private parties may also seek to take legal action against the transaction under competition laws.

The merger is also subject to clearance or approval by competition authorities in certain other jurisdictions. The merger cannot be completed until Analog Devices and Maxim obtain clearance to consummate the merger or applicable waiting periods (or any extension thereof) have expired or been terminated in each applicable jurisdiction. Analog Devices and Maxim, in consultation and cooperation with each other, will file notifications, as required by competition authorities in certain other jurisdictions, as promptly as practicable after the date of the merger agreement. The relevant competition authorities could take such actions under the applicable competition laws as they deem necessary or desirable, including seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. Any one of these requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the completion of or reduce the anticipated benefits of the merger. There is no assurance that Analog Devices and Maxim will obtain all required regulatory clearances or approvals on a timely basis, or at all. Failure

 

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to obtain the necessary clearance in any of these jurisdictions could substantially delay or prevent the consummation of the merger, which could negatively impact both Analog Devices and Maxim.

Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the merger.

The success of the merger will depend in part on the retention of personnel critical to the business and operations of the combined company due to, for example, their technical skills or management expertise. Competition for qualified personnel can be intense.

Current and prospective employees of Analog Devices and Maxim may experience uncertainty about their future role with Analog Devices and Maxim until strategies with regard to these employees are announced or executed, which may impair Analog Devices’ and Maxim’s ability to attract, retain and motivate key management, sales, marketing, technical and other personnel prior to and following the merger. Employee retention may be particularly challenging during the pendency of the merger, as employees of Analog Devices and Maxim may experience uncertainty about their future roles with the combined company. If Analog Devices and Maxim are unable to retain personnel that are critical to the successful integration and future operations of the companies, Analog Devices and Maxim could face disruptions in their operations, loss of existing customers or loss of sales to existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the merger.

If key employees of Analog Devices or Maxim depart, the integration of the companies may be more difficult and the combined company’s business following the merger may be harmed. Furthermore, the combined company may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the business of each of Analog Devices or Maxim, and the combined company’s ability to realize the anticipated benefits of the merger may be adversely affected. In addition, there could be disruptions to or distractions for the workforce and management, including disruptions associated with integrating employees into the combined company. No assurance can be given that the combined company will be able to attract or retain key employees of Analog Devices and Maxim to the same extent that those companies have been able to attract or retain their own employees in the past.

The merger, and uncertainty regarding the merger, may cause customers, suppliers, distributors or strategic partners to delay or defer decisions concerning Analog Devices or Maxim and adversely affect each company’s ability to effectively manage its respective business.

The merger will happen only if the stated conditions are met, including the approval of the Analog Devices share issuance proposal, the approval of the Maxim merger proposal and the receipt of required regulatory approvals, among other conditions. Many of the conditions are outside the control of Analog Devices and Maxim, and both parties also have certain rights to terminate the merger agreement. Accordingly, there may be uncertainty regarding the completion of the merger. This uncertainty may cause customers, suppliers, distributors, vendors, strategic partners or others that deal with Analog Devices or Maxim to delay or defer entering into contracts with Analog Devices or Maxim or making other decisions concerning Analog Devices or Maxim or seek to change or cancel existing business relationships with Analog Devices or Maxim, which could negatively affect their respective businesses. Any delay or deferral of those decisions or changes in existing agreements could have an adverse impact on the respective businesses of Analog Devices and Maxim, regardless of whether the merger is ultimately completed.

In addition, the merger agreement restricts Analog Devices, Maxim and their respective subsidiaries from making certain acquisitions and Analog Devices and Maxim and their respective subsidiaries from taking other specified actions during the pendency of the merger without the consent of the other parties. These restrictions may prevent Analog Devices and Maxim from pursuing attractive business opportunities or strategic transactions

 

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that may arise prior to the completion of the merger. See the section entitled “The Merger Agreement—Conduct of Business Prior to the Merger’s Completion” beginning on page 132 for a description of the restrictive covenants to which each of Analog Devices and Maxim is subject.

The opinions rendered to Analog Devices and Maxim from their respective financial advisors will not reflect changes in circumstances between the dates of such opinions and the completion of the merger.

Morgan Stanley and BofA Securities delivered their oral opinions to the Analog Devices board of directors on July 11, 2020, which opinions were subsequently confirmed in a written opinion from each of Morgan Stanley and BofA Securities dated as of the same date, that as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in the written opinions, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to Analog Devices. At the meeting of the Maxim board of directors on July 12, 2020, J.P. Morgan rendered an oral opinion to the Maxim board of directors, subsequently confirmed in writing by delivery of J.P. Morgan’s written opinion dated July 12, 2020, to the effect that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in its written opinion, the exchange ratio in the merger was fair, from a financial point of view, to Maxim stockholders.

Neither Analog Devices nor Maxim has obtained, nor will either of them obtain, an updated opinion from Morgan Stanley, BofA Securities or J.P. Morgan, as applicable, regarding the fairness, from a financial point of view, of the exchange ratio, including as of the date of this joint proxy statement/prospectus or of the special meetings, or prior to the completion of the merger. Each of Morgan Stanley’s opinion, BofA Securities’ opinion, and J.P. Morgan’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Morgan Stanley, BofA Securities and J.P. Morgan, as applicable, only as of the dates of the respective opinions of Morgan Stanley, BofA Securities and J.P. Morgan and such opinions do not address the fairness of the exchange ratio, from a financial point of view, at the time the merger is completed. Changes in the operations and prospects of Analog Devices or Maxim, general economic, monetary, market and other conditions and other factors that may be beyond the control of Analog Devices and Maxim, and on which the opinion of Morgan Stanley, the opinion of BofA Securities, and the opinion of J.P. Morgan was based, may alter the value of Analog Devices or Maxim or the prices of shares of Analog Devices common stock or Maxim common stock by the time the merger is completed. The opinions of Morgan Stanley, BofA Securities and J.P. Morgan do not speak as of any date other than the respective dates of such opinions. The recommendation of the Analog Devices board of directors that Analog Devices shareholders vote “FOR” the Analog Devices share issuance proposal and “FOR” the Analog Devices adjournment proposal and the recommendation of the Maxim board of directors that Maxim stockholders vote “FOR” the Maxim merger proposal, “FOR” the Maxim compensation proposal and “FOR” the Maxim adjournment proposal are each made as of the date of this joint proxy statement/prospectus. For a description of the opinions that Analog Devices and Maxim received from their respective financial advisors, see the sections entitled “The Merger—Opinions of Analog Devices’ Financial Advisors” beginning on page 86 and “The Merger—Opinion of Maxim’s Financial Advisor” beginning on page 102.

Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in the businesses of Analog Devices and Maxim, which could have an adverse effect on their respective businesses and financial results.

Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in the businesses of Analog Devices and Maxim. Specifically:

 

   

current and prospective employees of Analog Devices and Maxim will experience uncertainty about their future roles with the combined company, which might adversely affect Analog Devices’ or Maxim’s abilities to retain key managers and other employees; and

 

   

the attention of management of each of Analog Devices and Maxim may be directed toward the completion of the merger.

 

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In addition, Analog Devices and Maxim have each diverted significant management resources in an effort to complete the merger and are each subject to restrictions contained in the merger agreement on the conduct of their respective businesses. If the merger is not completed, Analog Devices and Maxim will have incurred significant costs, including the diversion of management resources, for which they will have received little or no benefit.

The directors and executive officers of Analog Devices and Maxim have interests and arrangements that may be different from, or in addition to, those of Analog Devices shareholders and Maxim stockholders.

When considering the recommendations of the Analog Devices boards of directors or the Maxim board of directors, as applicable, with respect to the proposals described in this joint proxy statement/prospectus, shareholders should be aware that the directors and executive officers of each of Analog Devices and Maxim have interests in the merger that are different from, or in addition to, those of Analog Devices shareholders and Maxim stockholders generally. These interests include the continued employment of certain executive officers of Analog Devices by the combined company, the continued service of certain directors of Analog Devices and Maxim as directors of the combined company, the treatment in the merger of outstanding equity, equity-based and incentive awards, severance arrangements, other compensation and benefit arrangements, and the right to continued indemnification of former Analog Devices and Maxim directors and officers by the combined company.

Analog Devices shareholders and Maxim stockholders should be aware of these interests when they consider the recommendations of the Analog Devices board of directors or the Maxim boards of directors, as applicable, that they vote to approve the Analog Devices share issuance proposal, in the case of Analog Devices shareholders, or that they vote to approve the Maxim merger proposal, in the case of Maxim stockholders. The Analog Devices board of directors was aware of and considered these interests when it determined that the merger and the share issuance were fair to and in the best interests of Analog Devices and its shareholders, approved and declared advisable the merger agreement, and recommended that Analog Devices shareholders approve the share issuance. The interests of Analog Devices directors and executive officers are described in more detail in the section entitled “Interests of Analog Devices’ Directors and Executive Officers in the Merger” beginning on page 163. Likewise, the Maxim board of directors was aware of and considered these interests when it determined that the merger was fair to and in the best interests of Maxim and its stockholders, approved and declared advisable the merger agreement, and recommended that Maxim stockholders adopt the merger agreement. The interests of Maxim directors and executive officers are described in more detail in the section entitled “Interests of Maxim’s Directors and Executive Officers in the Merger” beginning on page 164.

Analog Devices or Maxim may waive one or more of the closing conditions without re-soliciting shareholder approval.

To the extent permitted by law, Analog Devices or Maxim may determine to waive, in whole or part, one or more of the conditions to their respective obligations to consummate the merger. Analog Devices and Maxim currently expect to evaluate the materiality of any waiver and its effect on Analog Devices shareholders or Maxim stockholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies or voting cards is required in light of such waiver. Any determination as to whether to waive any condition to the merger or as to re-soliciting shareholder approval or amending this joint proxy statement/prospectus as a result of a waiver will be made by Analog Devices or Maxim, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

 

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The merger agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with either Analog Devices or Maxim.

The merger agreement contains “no shop” provisions that restrict each of Analog Devices’ and Maxim’s ability to, among other things (each as described under the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals” beginning on page 135):

 

   

solicit, initiate, knowingly encourage or knowingly facilitate any inquiries regarding, or the submission or announcement by any person of, any proposal or offer that constitutes, or would reasonably be expected to lead to, an acquisition proposal;

 

   

furnish any information regarding Analog Devices or Maxim or their respective subsidiaries in connection with, for the purpose of soliciting, initiating, encouraging or facilitating, or in response to, an acquisition proposal;

 

   

engage in or otherwise participate in any discussions or negotiations with any person with respect to any acquisition proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an acquisition proposal; or

 

   

approve, adopt, recommend or enter into, or propose to approve, adopt, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle with respect to any acquisition proposal.

Furthermore, there are only limited exceptions to the requirement under the merger agreement that neither the Analog Devices board of directors nor the Maxim board of directors withdraw, modify, amend or qualify the Analog Devices recommendation or the Maxim recommendation, as applicable (each as defined in the section entitled “The Merger Agreement—Representations and Warranties” beginning on page 129). Although the Analog Devices board of directors or Maxim board of directors is permitted to effect a change of recommendation, after complying with certain procedures set forth in the merger agreement, in response to a superior proposal or to an intervening event (if the applicable board of directors determines in good faith that a failure to do so would be reasonably likely to be inconsistent with its fiduciary duties under applicable law), such change of recommendation would entitle the other party to terminate the merger agreement and collect a termination fee from the party making a change of recommendation in the amount of $725 million. For more information, see the sections entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 146 and “The Merger Agreement—Termination Fees” beginning on page 147.

These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or merger, even if it were prepared to pay consideration with a higher value than that implied by the exchange ratio in the merger, or might result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

The merger will involve substantial costs.

Analog Devices and Maxim have incurred and expect to incur a number of non-recurring costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the merger. These costs and expenses include fees paid to financial, legal and accounting advisors, facilities and systems consolidation costs, severance and other potential employment-related costs, including severance payments that may be made to certain Maxim employees, filing fees, printing expenses and other related charges. Some of these costs are payable by Analog Devices or Maxim regardless of whether the merger is completed.

The combined company will also incur restructuring and integration costs in connection with the merger. The costs related to restructuring will be expensed as a cost of the ongoing results of operations of either Analog Devices or the combined company. There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the merger and the integration of Maxim’s

 

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business. Although Analog Devices expects that the elimination of duplicative costs, strategic benefits, and additional income, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction, merger-related and restructuring costs over time, any net benefit may not be achieved in the near term or at all. Many of these costs will be borne by Analog Devices even if the merger is not completed. While Analog Devices has assumed that certain expenses would be incurred in connection with the merger and the other transactions contemplated by the merger agreement, there are many factors beyond Analog Devices’ control that could affect the total amount or the timing of the integration and implementation expenses.

Analog Devices shareholders and Maxim stockholders will not be entitled to appraisal rights in the merger.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders of a corporation to dissent from an extraordinary transaction, such as a merger, and to demand that such corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to such stockholders in connection with the extraordinary transaction. Under the DGCL, stockholders do not have appraisal rights if the shares of stock they hold are either listed on a national securities exchange or held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the merger agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash in lieu of fractional shares or (d) any combination of the foregoing.

Because the merger is of Acquisition Sub with and into Maxim and holders of Analog Devices common stock will continue to hold their shares following completion of the merger, holders of Analog Devices common stock are not entitled to appraisal rights.

Because shares of Analog Devices common stock are listed on Nasdaq, a national securities exchange, and are expected to continue to be so listed, and because Maxim stockholders are not required by the terms of the merger agreement to accept for their shares anything other than shares of Analog Devices common stock and cash in lieu of fractional shares, holders of Maxim common stock will not be entitled to appraisal rights in the merger. See the section entitled “No Appraisal Rights” beginning on page 185.

Lawsuits have been filed against Maxim, Analog Devices, Acquisition Sub and the members of the Maxim board of directors in connection with the merger and additional lawsuits may be filed in the future. An adverse ruling in any such lawsuit may prevent the merger from becoming effective or from becoming effective within the expected time frame.

Transactions like the proposed merger are frequently subject to litigation or other legal proceedings, including actions alleging that the Analog Devices board of directors or the Maxim board of directors breached their respective fiduciary duties to their shareholders by entering into the merger agreement, by failing to obtain a greater value in the transaction for their shareholders or otherwise. As of September 1, 2020, purported Maxim stockholders have filed three complaints in federal court in connection with the merger, including one putative securities class action. The complaints name Maxim, its directors and, in one instance, Analog Devices and Acquisition Sub as defendants and seek, among other remedies, to enjoin the merger. For additional information see the section entitled “The Merger—Litigation Relating to the Merger” beginning on page 121. Additional lawsuits related to the merger may be filed in the future. Although Analog Devices and Maxim will defend against such lawsuits, there can be no assurance that they will be successful in doing so. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on the business, results of operation or financial position of Analog Devices, Maxim or the combined company, including through the possible diversion of either company’s resources or distraction of key personnel. See the section entitled “The Merger—Litigation Relating to the Merger” beginning on page 121 for more information about the lawsuits that have been filed related to the merger.

 

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Furthermore, one of the conditions to the completion of the merger is that no injunction by any court or other governmental entity of competent jurisdiction will be in effect that prevents, enjoins or makes illegal the consummation of the merger. As such, if any of the plaintiffs are successful in obtaining an injunction preventing the consummation of the merger, that injunction may prevent the merger from becoming effective or from becoming effective within the expected time frame.

Risks Relating to the Combined Company

Combining the businesses of Analog Devices and Maxim may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated benefits of the merger, which may adversely affect the combined company’s business results and negatively affect the value of the combined company’s common stock.

The success of the merger will depend on, among other things, the ability of Analog Devices and Maxim to combine their businesses in a manner that facilitates growth opportunities and realizes expected cost savings. Analog Devices and Maxim have entered into the merger agreement because each believes that the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of their respective shareholders and that combining the businesses of Analog Devices and Maxim will produce benefits and cost savings. See also the section entitled “The Merger—Recommendation of the Analog Devices Board of Directors; Analog Devices’ Reasons for the Merger” beginning on page 78 and “ The Merger—Recommendation of the Maxim Board of Directors; Maxim’s Reasons for the Merger” beginning on page 81.

However, Analog Devices and Maxim must successfully combine their respective businesses in a manner that permits these benefits to be realized. In addition, the combined company must achieve the anticipated growth and cost savings without adversely affecting current revenues and investments in future growth. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected.

An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the common stock of the combined company.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and cost savings, if achieved, may be lower than what Analog Devices and Maxim expect and may take longer to achieve than anticipated. If Analog Devices and Maxim are not able to adequately address integration challenges, they may be unable to successfully integrate their operations or realize the anticipated benefits of the integration of the two companies.

The failure to successfully integrate the businesses and operations of Analog Devices and Maxim in the expected time frame may adversely affect the combined company’s future results.

Analog Devices and Maxim have operated and, until the completion of the merger, will continue to operate independently. There can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key Analog Devices employees or key Maxim employees, the loss of customers, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, the following issues, among others, must be addressed in integrating the operations of Analog Devices and Maxim in order to realize the anticipated benefits of the merger so the combined company performs as expected:

 

   

combining the companies’ operations and corporate functions;

 

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combining the businesses of Analog Devices and Maxim and meeting the capital requirements of the combined company, in a manner that permits the combined company to achieve any cost savings or other synergies anticipated to result from the merger, the failure of which would result in the anticipated benefits of the merger not being realized in the time frame currently anticipated or at all;

 

   

integrating personnel from the two companies, especially in the COVID-19 environment which has required employees to work remotely in some locations;

 

   

integrating the companies’ technologies;

 

   

integrating and unifying the offerings and services available to customers;

 

   

identifying and eliminating redundant and underperforming functions and assets;

 

   

harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;

 

   

maintaining existing agreements with customers, suppliers, distributors and vendors and avoiding delays in entering into new agreements with prospective customers, suppliers, distributors and vendors;

 

   

addressing possible differences in business backgrounds, corporate cultures and management philosophies;

 

   

consolidating the companies’ administrative and information technology infrastructure;

 

   

coordinating distribution and marketing efforts;

 

   

managing the movement of certain positions to different locations;

 

   

coordinating geographically dispersed organizations; and

 

   

effecting actions that may be required in connection with obtaining regulatory approvals.

In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the merger and the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt each company’s ongoing business and the business of the combined company.

The combined company may not be able to retain customers, suppliers or distributors, or customers, suppliers or distributors may seek to modify contractual relationships with the combined company, which could have an adverse effect on the combined company’s business and operations. Third parties may terminate or alter existing contracts or relationships with Analog Devices or Maxim.

As a result of the merger, the combined company may experience impacts on relationships with customers, suppliers and distributors that may harm the combined company’s business and results of operations. Certain customers, suppliers or distributors may seek to terminate or modify contractual obligations following the merger whether or not contractual rights are triggered as a result of the merger. There can be no guarantee that customers, suppliers and distributors will remain with or continue to have a relationship with the combined company or do so on the same or similar contractual terms following the merger. If any customers, suppliers or distributors seek to terminate or modify contractual obligations or discontinue the relationship with the combined company, then the combined company’s business and results of operations may be harmed. Furthermore, the combined company will not have long-term arrangements with many of its significant suppliers. If the combined company’s suppliers were to seek to terminate or modify an arrangement with the combined company, then the combined company may be unable to procure necessary supplies from other suppliers in a timely and efficient manner and on acceptable terms, or at all.

 

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Analog Devices and Maxim also have contracts with vendors, landlords, licensors and other business partners which may require Analog Devices or Maxim, as applicable, to obtain consent from these other parties in connection with the merger. If these consents cannot be obtained, the combined company may suffer a loss of potential future revenue, incur costs and lose rights that may be material to the combined company’s business. In addition, third parties with whom Analog Devices or Maxim currently have relationships may terminate or otherwise reduce the scope of their relationship with either party in anticipation of the merger. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the merger. The adverse effect of any such disruptions could also be exacerbated by a delay in the completion of the merger or by a termination of the merger agreement.

The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business and operations.

The combined company may be exposed to increased litigation from shareholders, customers, suppliers, distributors, consumers and other third parties due to the combination of Analog Devices’ business and Maxim’s business following the merger. Such litigation may have an adverse impact on the combined company’s business and results of operations or may cause disruptions to the combined company’s operations.

The Analog Devices and Maxim unaudited prospective financial information is inherently subject to uncertainties, the unaudited pro forma condensed combined financial information included in this document is preliminary and the combined company’s actual financial position and results of operations after the merger may differ materially from these estimates and the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus. The unaudited pro forma condensed combined financial information does not reflect the effect of any divestitures that may be required in connection with the merger.

The unaudited pro forma condensed combined financial information and unaudited pro forma per share data included in this joint proxy statement/prospectus are presented for illustrative purposes only, contain a variety of adjustments, assumptions and preliminary estimates and are not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the merger been completed on the dates indicated. The combined company’s actual results and financial position after the merger may differ materially and adversely from the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus. The unaudited pro forma condensed combined financial information does not reflect the effect of any divestitures that may be required in connection with the merger. For more information, see the sections entitled “Comparative Historical Unaudited Pro Forma Per Share Data” beginning on page 32 and “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 150.

While presented with numeric specificity, the Analog Devices and Maxim unaudited pro forma condensed combined financial information provided in this joint proxy statement/prospectus is based on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition, general business, the semiconductor and related industries, and economic, market and financial conditions and additional matters specific to Analog Devices’ or Maxim’s business, as applicable) that are inherently subjective and uncertain and are beyond the control of the respective management teams of Analog Devices and Maxim. As a result, actual results may differ materially from the unaudited pro forma condensed combined financial information. Important factors that may affect actual results and cause these unaudited projected financial forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to Analog Devices’ or Maxim’s business, as applicable (including each company’s ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions. For more information see the sections entitled “The Merger—Analog Devices Unaudited Financial Projections” beginning on page 111, “The Merger—Maxim Unaudited Financial Projections” beginning on page 114 and “The Merger—Certain Estimated Synergies” beginning on page 117.

 

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The combined company may be unable to retain Analog Devices and Maxim personnel successfully after the merger is completed.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of the professionals currently employed by Analog Devices and Maxim. It is possible that these employees may decide not to remain with Analog Devices or Maxim, as applicable, while the merger is pending, or with the combined company. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Analog Devices and Maxim to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, Analog Devices and Maxim may not be able to locate suitable replacements for any key employees that leave either company or offer employment to potential replacements on reasonable terms.

The combined company’s debt may limit its financial flexibility.

Analog Devices and Maxim continue to review the treatment of their existing indebtedness. Analog Devices and Maxim may seek to repay, refinance, repurchase, redeem, exchange or otherwise terminate their existing indebtedness prior to, in connection with or following the completion of the merger. If either Analog Devices or Maxim seeks to refinance its existing indebtedness, there can be no guarantee that it will be able to execute the refinancing on favorable terms or at all. Alternatively, Analog Devices and Maxim may seek to leave all or a portion of their existing indebtedness outstanding as the primary obligation of the combined company or to incur additional indebtedness or refinancing indebtedness prior to, in connection with or following the completion of the merger.

Analog Devices’ or Maxim’s substantial indebtedness could have adverse effects on such company’s and/or the combined company’s financial condition and results of operations, including:

 

   

increasing its vulnerability to changing economic, regulatory and industry conditions;

 

   

limiting its ability to compete and its flexibility in planning for, or reacting to, changes in its business and the industry;

 

   

limiting its ability to pay dividends to its shareholders;

 

   

limiting its ability to borrow additional funds; and

 

   

increasing its interest expense and requiring it to dedicate a substantial portion of its cash flow from operations to payments on its debt, thereby reducing funds available for working capital, capital expenditures, acquisitions, and share repurchases, dividends and other purposes.

The companies’ ability to arrange any additional financing for the purposes described above or otherwise will depend on, among other factors, the companies’ respective financial positions and performance, as well as prevailing market conditions and other factors beyond their control. The level and quality of the combined company’s earnings, operations, business and management, among other things, will impact the determination of the combined company’s credit ratings. A decrease in the ratings assigned to the combined company by the ratings agencies may negatively impact the combined company’s access to the debt capital markets and increase the combined company’s cost of borrowing. There can be no assurance that the combined company will be able to obtain financing on acceptable terms or at all. In addition, there can be no assurance that the combined company will be able to maintain the current creditworthiness or prospective credit ratings of Analog Devices or Maxim, and any actual or anticipated changes or downgrades in such credit ratings may have a negative impact on the liquidity, capital position or access to capital markets of the combined company.

 

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If the existing indebtedness of Analog Devices and/or Maxim remains outstanding, or if either company refinances its existing indebtedness, covenants contained in the agreements governing such indebtedness will impose restrictions on the combined company and certain of its subsidiaries that may affect their ability to operate their businesses.

The agreements that govern the indebtedness of Analog Devices and Maxim, in addition to any refinanced indebtedness, may contain various affirmative and negative covenants. Such covenants may, subject to certain significant exceptions, restrict the ability of the combined company and certain of its subsidiaries to, among other things, incur liens, incur debt, engage in mergers, consolidations and acquisitions, transfer assets outside the ordinary course of business, make loans or other investments, pay dividends, repurchase equity interests, make other payments with respect to equity interests, repay or repurchase subordinated debt and engage in affiliate transactions. In addition, the agreements governing the existing indebtedness of Analog Devices and Maxim contain financial covenants that would require the combined company to maintain certain financial ratios under certain circumstances. The ability of the combined company and its subsidiaries to comply with these provisions may be affected by events beyond their control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate the combined company’s repayment obligations.

Declaration, payment and amounts of dividends, if any, distributed to shareholders of the combined company will be uncertain.

Whether any dividends are declared or paid to shareholders of the combined company, and the amounts of any such dividends that are declared or paid, are uncertain and depend on a number of factors. If dividends are paid to shareholders of the combined company, they may not be of the same amount as paid by Analog Devices or Maxim to their respective shareholders prior to the merger. The Analog Devices board of directors will have the discretion to determine the dividend policy of the combined company, including the amount and timing of dividends, if any, that the combined company may declare from time to time, which may be impacted by any of the following factors:

 

   

the combined company may not have enough cash to pay such dividends or to repurchase shares due to its cash requirements, capital spending plans, cash flow or financial position;

 

   

decisions on whether, when and in which amounts to make any future distributions will remain at all times entirely at the discretion of the Analog Devices board of directors, which could change its dividend practices at any time and for any reason;

 

   

the combined company’s desire to maintain or improve the credit ratings on its debt;

 

   

the amount of dividends that the combined company may distribute to its shareholders is subject to restrictions under Massachusetts law and is limited by restricted payment and leverage covenants in the combined company’s credit facilities and indentures and, potentially, the terms of any future indebtedness that the combined company may incur; and

 

   

certain limitations on the amount of dividends subsidiaries of the combined company can distribute to the combined company, as imposed by state law, regulators or agreements.

Shareholders should be aware that they have no contractual or other legal right to dividends that have not been declared.

The combined company is subject to risks arising from the ongoing COVID-19 pandemic.

The outbreak of COVID-19, which the World Health Organization declared a pandemic in March 2020, has spread across the globe and disrupted the global economy. Governmental actions to reduce the spread of COVID-19 have negatively impacted the macroeconomic environment in many ways, while the pandemic itself has significantly increased economic uncertainty and abruptly reduced economic activity.

 

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The extent to which the COVID-19 pandemic will impact the combined company is highly uncertain and is difficult to predict. The pandemic’s effects and their extent will depend on various factors, including, but not limited to, the duration, scope and impact of the pandemic, restrictions on business and social distancing guidelines that may be requested or mandated by governmental authorities and how quickly and to what extent normal economic and operating conditions can resume. Relevant adverse consequences of the pandemic could include reduced liquidity, increased volatility of the combined company’s stock price, operational disruption or failure due to spread of disease within the combined company or due to restrictions on business and social distancing guidelines imposed or requested by governmental authorities, unavailability of raw materials, disruption in the supply chain and increased cybersecurity and fraud risks due to increased online and remote activity, as well as the adverse consequences of a macroeconomic slowdown, recession or depression.

Even after the COVID-19 pandemic has subsided, the combined company may continue to experience adverse impacts to its business as a result of the COVID-19’s global economic impact, including reduced availability of credit, adverse impacts on liquidity and the negative financial effects from any recession or depression that may occur.

Other Risk Factors of Analog Devices and Maxim

Analog Devices’ and Maxim’s businesses are and will be subject to the risks described above. In addition, Analog Devices and Maxim are, and will continue to be, subject to the risks described in, as applicable, the Analog Devices Annual Report on Form 10-K for the year ended November 2, 2019, and the Maxim Annual Report on Form 10-K for the year ended June 27, 2020, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 195 for the location of information incorporated by reference into this joint proxy statement/prospectus.

 

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THE PARTIES TO THE MERGER

Analog Devices, Inc.

One Technology Way

Norwood, Massachusetts 02062-9106

(781) 329-4700

Analog Devices is a global leader in the design, manufacture and marketing of a broad portfolio of solutions that leverage high-performance analog, mixed-signal and digital signal processing technology, including integrated circuits, algorithms, software and subsystems. Since its inception in 1965, Analog Devices has focused on solving the engineering challenges associated with signal processing in virtually all types of electronic applications. Analog Devices’ signal processing products play a fundamental role in converting, conditioning and processing real-world phenomena such as temperature, pressure, sound, light, speed and motion into electrical signals to be used in a wide array of electronic applications.

Analog Devices common stock is listed on Nasdaq under the ticker symbol “ADI.”

For more information about Analog Devices, please visit Analog Devices’ website at http://www.analog.com. The information contained on Analog Devices’ website or accessible through it (other than the documents incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about Analog Devices is included in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 195.

Maxim Integrated Products, Inc.

160 Rio Robles

San Jose, California 95134

(408) 601-1000

Maxim designs, develops, manufactures and markets a broad range of linear and mixed-signal integrated circuits, commonly referred to as analog circuits, for a large number of customers in diverse geographic locations. Maxim is a global company with a wafer manufacturing facility in the United States, testing facilities in the Philippines and Thailand, and sales and circuit design offices around the world. Maxim also utilizes third party foundries to manufacture its products. The major end markets in which Maxim’s products are sold are the Automotive, Communications and Data Center, Computing, Consumer and Industrial markets.

Maxim is a Delaware corporation that was originally incorporated in California in 1983. Maxim common stock is listed on the Nasdaq under the ticker symbol “MXIM.”

For more information about Maxim, please visit Maxim’s website at http://www.maximintegrated.com. The information contained on Maxim’s website or accessible through it (other than the documents incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about Maxim is included in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 195.

 

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Magneto Corp.

One Technology Way

Norwood, Massachusetts 02062-9106

(781) 329-4700

Acquisition Sub was formed by Analog Devices solely in contemplation of the merger, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. By operation of the merger, Acquisition Sub will be merged with and into Maxim, with Maxim continuing as the surviving corporation and as a wholly owned subsidiary of Analog Devices.

 

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THE ANALOG DEVICES SPECIAL MEETING

This joint proxy statement/prospectus is being mailed to holders of record of Analog Devices common stock as of the close of business on August 31, 2020 and constitutes notice of the Analog Devices special meeting in conformity with the requirements of the Massachusetts General Laws and the Analog Devices bylaws.

This joint proxy statement/prospectus is being provided to Analog Devices shareholders as part of a solicitation of proxies by the Analog Devices board of directors for use at the Analog Devices special meeting and at any adjournments or postponements of the Analog Devices special meeting. Analog Devices shareholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the merger agreement and the transactions contemplated by the merger agreement.

Date, Time and Place of the Analog Devices Special Meeting

The Analog Devices special meeting is scheduled to be held at Analog Devices’ offices located at One Technology Way, Norwood, Massachusetts 02062, on October 8, 2020, beginning at 11:00 a.m., Eastern Time, unless postponed to a later date.

Due to concerns about the COVID-19 pandemic and limitations on the size of public gatherings, we may hold the Analog Devices special meeting solely by means of remote communication. In that event, we will announce any change as promptly as practicable, and details on how to participate will be issued by press release, posted on our website and filed with the U.S. Securities and Exchange Commission as supplemental proxy material.

Due to the COVID-19 pandemic, social distancing guidelines and limitations on the size of public gatherings, shareholders who wish to attend the Analog Devices special meeting in person must register in advance by contacting Analog Devices by phone at (781) 461-3282 no later than the close of business on October 1, 2020, or by delivering notice (which must be received no later than the close of business on October 1, 2020) to the following address: Analog Devices, Inc., Attn: Investor Relations, 1 Analog Way, Wilmington, Massachusetts 01887. Due to space constraints and social distancing guidelines, only shareholders as of the record date (or their legal proxies) who have registered in advance and have a valid confirmation of registration will be admitted to the Analog Devices special meeting. If you are a shareholder of record as of the record date, your name will be verified against the list of shareholders of record as of the record date prior to your admission to the Analog Devices special meeting. If you are a proxyholder, you will be required to present a validly executed written legal proxy of a shareholder as of the record date in order to be admitted to the meeting. In addition, anyone who attends the Analog Devices special meeting in person will be subject to heightened screening procedures, including health screening procedures. These procedures are designed to comply with applicable legal restrictions and to promote the health and safety of attendees at the meeting.

Matters to Be Considered at the Analog Devices Special Meeting

The purposes of the Analog Devices special meeting are as follows, each as further described in this joint proxy statement/prospectus:

 

   

Analog Devices Proposal 1: Approval of the Share Issuance. To consider and vote on the Analog Devices share issuance proposal; and

 

   

Analog Devices Proposal 2: Adjournments of the Analog Devices Special Meeting. To consider and vote on the Analog Devices adjournment proposal.

Recommendation of the Analog Devices Board of Directors

The Analog Devices board of directors unanimously recommends that Analog Devices shareholders vote:

 

   

Analog Devices Proposal 1:FOR” the Analog Devices share issuance proposal; and

 

   

Analog Devices Proposal 2:FOR” the Analog Devices adjournment proposal.

 

 

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After careful consideration, the Analog Devices board of directors unanimously: (1) determined that the merger and the transactions contemplated by the merger agreement are fair to and in the best interests of Analog Devices and its shareholders; (2) approved and declared advisable the merger and the transactions contemplated by the merger agreement; (3) subject to the terms and conditions set forth in the merger agreement, approved the share issuance; (4) directed that the Analog Devices share issuance proposal be submitted to a vote of Analog Devices shareholders; (5) recommended the approval of the Analog Devices share issuance proposal for the purposes of the rules and regulations of Nasdaq by Analog Devices shareholders; and (6) resolved to include such recommendation in this joint proxy statement/prospectus.

See also the section entitled “The Merger—Recommendation of the Analog Devices Board of Directors; Analog Devices’ Reasons for the Merger” beginning on page 78.

Record Date for the Analog Devices Special Meeting and Voting Rights

The record date to determine who is entitled to receive notice of and to vote at the Analog Devices special meeting or any adjournments or postponements thereof is August 31, 2020. As of the close of business on the Analog Devices record date, there were 369,559,767 shares of Analog Devices common stock issued and outstanding and entitled to vote at the Analog Devices special meeting. Each Analog Devices shareholder will have one vote for any matter properly brought before the Analog Devices special meeting for each share of Analog Devices common stock such holder owned at the close of business on the Analog Devices record date. Only Analog Devices shareholders of record at the close of business on the Analog Devices record date are entitled to receive notice of and to vote at the Analog Devices special meeting and any and all adjournments or postponements thereof.

Quorum; Abstentions and Broker Non-Votes

A quorum of shareholders is necessary to conduct the Analog Devices special meeting. The holders of a majority of the shares of Analog Devices common stock issued and outstanding and entitled to vote at the meeting must be present in person or represented by proxy at the Analog Devices special meeting in order to constitute a quorum. Abstentions will be counted for purposes of determining whether a quorum exists. If a quorum is not present, the Analog Devices special meeting will be postponed until the holders of the number of shares of Analog Devices common stock required to constitute a quorum attend.

Banks, brokers or other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine.” Generally, a broker non-vote occurs on an item when a bank, broker or other nominee returns a proxy but does not provide instructions as to how shares should be voted on a particular matter. Because none of the proposals to be voted on at the Analog Devices special meeting are “routine” matters for which brokers may have discretionary authority to vote, Analog Devices does not expect any broker non-votes at the Analog Devices special meeting. As a result, if you hold your shares of Analog Devices common stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in one of the ways indicated by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote.

If you submit a properly executed proxy card, even if you abstain from voting or vote against the Analog Devices share issuance proposal or Analog Devices adjournment proposal, your shares of Analog Devices common stock will be counted for purposes of calculating whether a quorum is present at the Analog Devices special meeting. Executed but unvoted proxies will be voted in accordance with the recommendations of the Analog Devices board of directors. If additional votes must be solicited to approve the Analog Devices share issuance proposal, it is expected that the meeting will be adjourned to solicit additional proxies.

 

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Required Votes; Vote of Analog Devices’ Directors and Executive Officers

The vote required to approve the Analog Devices share issuance proposal assumes the presence of a quorum.

 

Proposal

  

Votes Necessary

Analog Devices Proposal 1    Analog Devices share issuance proposal   

Approval requires the affirmative vote of a majority of votes cast on the Analog Devices share issuance proposal (meaning the number of votes cast “FOR” this proposal must exceed the votes cast “AGAINST”).

 

A failure to vote, a broker non-vote or an abstention will have no effect on the outcome of the Analog Devices share issuance proposal, assuming a quorum is present.

Analog Devices Proposal 2    Analog Devices adjournment proposal   

Approval requires the affirmative vote of a majority of votes cast on the Analog Devices adjournment proposal (meaning the number of votes cast “FOR” this proposal must exceed the votes cast “AGAINST”).

 

A failure to vote, a broker non-vote or an abstention will have no effect on the outcome of the Analog Devices adjournment proposal.

As of the Analog Devices record date, Analog Devices directors and executive officers, and their affiliates, as a group, owned and were entitled to vote less than 1% of the total outstanding shares of Analog Devices common stock. Although none of them has entered into any agreement obligating them to do so, Analog Devices currently expects that all of its directors and executive officers will vote their shares “FOR” the Analog Devices share issuance proposal and “FOR” the Analog Devices adjournment proposal. See also the section entitled “Interests of Analog Devices’ Directors and Executive Officers in the Merger” beginning on page 163 and the arrangements described in Part III of Analog Devices’ Annual Report on Form 10-K for the fiscal year ended on November 2, 2019, and Analog Devices’ Definitive Proxy Statement on Schedule 14A for Analog Devices’ annual meeting filed with the SEC on January 24, 2020, both of which are incorporated into this joint proxy statement/prospectus by reference.

Methods of Voting

If you are a shareholder of record, you may vote by proxy through the Internet, by telephone or by mail, or by voting in person at the Analog Devices special meeting. For shares held through a bank, broker or other nominee in “street name” instead of as a registered holder, you may vote by submitting your voting instructions to your bank, broker or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail as indicated below. Please refer to the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee, your shares of Analog Devices common stock will not be voted on any proposal as your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the Analog Devices special meeting; see the section entitled “The Analog Devices Special Meeting—Quorum; Abstentions and Broker Non-Votes” beginning on page 54.

 

   

By Internet: If you are a shareholder of record, you can vote by visiting the Internet address provided on the proxy card and following the instructions provided on your proxy card.

 

   

By Telephone: If you are a shareholder of record, you can vote by calling the number located on the proxy card and following the recorded instructions.

 

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By Mail: If you have received a paper copy of the proxy materials by mail, you may complete, sign, date and return by mail the paper proxy card or voting instruction form sent to you in the envelope provided to you with your proxy materials or voting instruction form.

 

   

In Person: All shareholders of record may vote in person at the Analog Devices special meeting. If you hold your shares through a bank, broker or other nominee in “street name” (instead of as a registered holder), you must obtain a legal proxy from your bank, broker or other nominee and bring the legal proxy to the meeting in order to vote in person at the Analog Devices special meeting. For more information on how to attend in person, see the section entitled “The Analog Devices Special Meeting—Attending the Analog Devices Special Meeting” beginning on page 57.

If you are a shareholder of record, proxies submitted over the Internet, by telephone or by mail as described above must be received by 11:59 p.m., Eastern Time, on October 7, 2020.

Notwithstanding the above, if the shares you own are held in “street name” and you submit voting instructions to your bank, broker or other nominee, your instructions must be received by the bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions.

If you deliver a proxy pursuant to this joint proxy statement/prospectus, but do not specify a choice with respect to any proposal set forth in this joint proxy statement/prospectus, your underlying shares of Analog Devices common stock will be voted on such uninstructed proposal in accordance with the recommendation of the Analog Devices board of directors. Analog Devices does not expect that any matter other than the proposals listed above will be brought before the Analog Devices special meeting, and the Analog Devices bylaws provide that the only business that may be conducted at the Analog Devices special meeting are those proposals brought before the meeting pursuant to this joint proxy statement/prospectus.

Revocability of Proxies

If you are a shareholder of record of Analog Devices, you can revoke your proxy or change your vote at any time before the proxy is voted at the Analog Devices special meeting by taking any one of the following actions:

 

   

by sending a signed written notice that you revoke your proxy to Analog Devices’ Secretary, bearing a later date than your original proxy and mailing it so that it is received prior to the Analog Devices special meeting;

 

   

by subsequently submitting a new proxy (including by submitting a proxy via the Internet or telephone) at a later date than your original proxy so that the new proxy is received by the deadline specified on the accompanying proxy card; or

 

   

by revoking your proxy and/or voting in person.

Your attendance at the Analog Devices special meeting alone will not revoke your proxy. Execution or revocation of a proxy will not in any way affect your right to attend the special meeting and vote in person.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Yoon Ah Oh, Secretary

Analog Devices, Inc.

1 Analog Way

Wilmington, Massachusetts 01887

 

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If your shares are held in “street name,” you may submit a new, later-dated voting instruction form or contact your bank, broker or other nominee. You may also vote in person at the Analog Devices special meeting if you obtain a legal proxy from your bank, broker or other nominee, issued in your name giving you the right to vote your shares.

Proxy Solicitation Costs

Analog Devices is soliciting proxies to provide an opportunity to all Analog Devices shareholders to vote on agenda items, whether or not the shareholders are able to attend the Analog Devices special meeting or an adjournment or postponement thereof. Analog Devices will bear the entire cost of soliciting proxies from its shareholders. In addition to the solicitation of proxies by mail, Analog Devices will ask banks, brokers and other custodians, nominees and fiduciaries to forward the proxy solicitation materials to the beneficial owners of shares of Analog Devices common stock held of record by such nominee holders. Analog Devices will reimburse these nominee holders for their reasonable out-of-pocket expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Analog Devices has retained Innisfree to assist in the solicitation process. Analog Devices estimates that it will pay Innisfree a fee of approximately $30,000, plus additional fees to be determined at the conclusion of the solicitation and reimbursement of reasonable expenses. Analog Devices also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Proxies may be solicited on behalf of Analog Devices or by Analog Devices directors, officers and other employees in person, by mail, by telephone, by facsimile, by messenger, via the Internet or by other means of communication, including electronic communication. Directors, officers and employees of Analog Devices will not be paid any additional amounts for their services or solicitation in this regard.

Attending the Analog Devices Special Meeting

You are entitled to attend the Analog Devices special meeting only if you are a shareholder of record of Analog Devices at the close of business on August 31, 2020 (the record date for the Analog Devices special meeting) or you hold your shares of Analog Devices beneficially in the name of a broker, bank or other nominee as of the Analog Devices record date, or you hold a valid proxy for the Analog Devices special meeting.

You will need to register in advance and bring identification along with either your notice of special meeting or proof of stock ownership to enter the Analog Devices special meeting. If a broker, bank or other nominee is the record owner of your shares of Analog Devices common stock, you will need to have proof that you were the beneficial owner as of the Analog Devices record date to be admitted to the Analog Devices special meeting. To be able to vote your shares held in “street name” at the Analog Devices special meeting, you will need to obtain a legal proxy from your bank, broker or other nominee, issued in your name giving you the right to vote your shares.

If you do not provide photo identification or comply with the other procedures outlined above upon request, you might not be admitted to the Analog Devices special meeting.

Householding

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more shareholders sharing the same address by delivering a single proxy statement or a single notice addressed to those shareholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you

 

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revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can request prompt delivery of a copy of this joint proxy statement/prospectus by writing to Investor Relations Department, Analog Devices, Inc., 1 Analog Way, Wilmington, Massachusetts 01887, sending an email to investor.relations@analog.com or by calling (781) 461-3282.

Tabulation of Votes

The Analog Devices board of directors will appoint an independent inspector of election for the Analog Devices special meeting. The inspector of election will, among other matters, determine the number of shares of Analog Devices common stock present in person or represented by proxy at the Analog Devices special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to Analog Devices shareholders.

Adjournments

If a quorum is present at the Analog Devices special meeting but there are insufficient votes at the time of the Analog Devices special meeting to approve the Analog Devices share issuance proposal, then Analog Devices shareholders may be asked to vote on the Analog Devices adjournment proposal.

At any subsequent reconvening of the Analog Devices special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting, and all proxies will be voted in the same manner as they would have been voted at the original convening of the Analog Devices special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Assistance

If you need assistance voting or completing your proxy card or have questions regarding the Analog Devices special meeting, please contact Innisfree, the proxy solicitation agent for Analog Devices:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders may call toll-free: (888) 750-5834

Banks and brokers may call collect: (212) 750-5833

ANALOG DEVICES SHAREHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, ANALOG DEVICES SHAREHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

 

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ANALOG DEVICES PROPOSAL 1: APPROVAL OF THE SHARE ISSUANCE

This joint proxy statement/prospectus is being furnished to you as an Analog Devices shareholder as part of the solicitation of proxies by the Analog Devices board of directors for use at the Analog Devices special meeting to consider and vote upon a proposal to approve the issuance of shares of Analog Devices common stock to Maxim stockholders in connection with the merger, which issuance is referred to as the “share issuance” and which proposal is referred to as the “Analog Devices share issuance proposal.” Based on the number of shares of Maxim common stock outstanding as of August 31, 2020 Analog Devices expects to issue, in the aggregate, approximately 168,195,247 shares of Analog Devices common stock to Maxim stockholders in connection with the merger. The actual number of shares of Analog Devices common stock to be issued in connection with the merger will be determined at the effective time based on the exchange ratio and the number of shares of Maxim common stock outstanding at such time. Based on the number of shares of Analog Devices common stock and Maxim common stock outstanding on August 31, 2020, upon completion of the merger, former Maxim stockholders are expected to own approximately 31% of the outstanding shares of Analog Devices common stock and Analog Devices shareholders immediately prior to the merger are expected to own approximately 69% of the outstanding shares of Analog Devices common stock.

The Analog Devices board of directors unanimously determined that the merger and the share issuance are fair to and in the best interests of Analog Devices and its shareholders, and approved and declared advisable the merger agreement. Accordingly, the Analog Devices board of directors unanimously recommends that Analog Devices shareholders vote “FOR” the Analog Devices share issuance proposal, and “FOR” the Analog Devices adjournment proposal.

The merger cannot be completed unless the Analog Devices share issuance proposal is approved by Analog Devices shareholders. Assuming a quorum is present at the Analog Devices special meeting, approval of the Analog Devices share issuance proposal requires the affirmative vote of a majority of votes cast on the proposal. A failure to vote, a broker non-vote or an abstention will have no effect on the outcome of the Analog Devices share issuance proposal, assuming a quorum is present.

 

 

IF YOU ARE AN ANALOG DEVICES SHAREHOLDER, THE ANALOG DEVICES BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ANALOG DEVICES SHARE ISSUANCE PROPOSAL (ANALOG DEVICES PROPOSAL 1)

 

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ANALOG DEVICES PROPOSAL 2: ADJOURNMENT OF THE ANALOG DEVICES SPECIAL MEETING

The Analog Devices special meeting may be adjourned to another time and place if necessary to permit solicitation of additional proxies if there are insufficient votes to approve the Analog Devices share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Analog Devices shareholders.

Analog Devices is asking its shareholders to authorize the holder of any proxy solicited by the Analog Devices board of directors to vote in favor of any adjournment of the Analog Devices special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Analog Devices share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Analog Devices shareholders.

The Analog Devices board of directors unanimously recommends that Analog Devices shareholders approve the proposal to adjourn the Analog Devices special meeting, if necessary.

Whether or not there is a quorum, approval of the Analog Devices adjournment proposal requires the affirmative vote of a majority of votes cast on the proposal. A failure to vote, a broker non-vote or an abstention will have no effect on the outcome of the Analog Devices adjournment proposal.

 

 

IF YOU ARE AN ANALOG DEVICES SHAREHOLDER, THE ANALOG DEVICES BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ANALOG DEVICES ADJOURNMENT PROPOSAL (ANALOG DEVICES PROPOSAL 2)

 

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THE MAXIM SPECIAL MEETING

This joint proxy statement/prospectus is being provided to Maxim stockholders in connection with the solicitation of proxies by the Maxim board of directors for use at the Maxim special meeting and at any adjournments or postponements of the Maxim special meeting. Maxim stockholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the merger agreement and the transactions contemplated by the merger agreement.

Date, Time and Place of the Maxim Special Meeting

The Maxim special meeting is scheduled to be held virtually via the Internet on October 8, 2020, beginning at 8:00 a.m., Pacific Time, unless postponed to a later date.

In light of ongoing developments with respect to the COVID-19 (coronavirus) pandemic, Maxim has elected to hold the Maxim special meeting solely by means of remote communication (via the Internet). The Maxim special meeting will be held solely via live webcast and there will not be a physical meeting location. Maxim stockholders will be able to attend the Maxim special meeting online and vote their shares electronically by visiting www.virtualshareholdermeeting.com/MXIM2020EGM, which is referred to as the “Maxim special meeting website.” Maxim stockholders will need the 16-digit control number found on their proxy card in order to access the Maxim special meeting website.

Matters to Be Considered at the Maxim Special Meeting

The purpose of the Maxim special meeting is to consider and vote on each of the following proposals, each of which is further described in this joint proxy statement/prospectus:

 

   

Maxim Proposal 1: Adoption of the Merger Agreement. To consider and vote on the Maxim merger proposal;

 

   

Maxim Proposal 2: Approval, on an Advisory (Non-Binding) Basis of Certain Merger-Related Compensatory Arrangements with Maxim’s Named Executive Officers. To consider and vote on the Maxim compensation proposal; and

 

   

Maxim Proposal 3: Adjournment of the Maxim Special Meeting. To consider and vote on the Maxim adjournment proposal.

Recommendation of the Maxim Board of Directors

The Maxim board of directors unanimously recommends that Maxim stockholders vote:

 

   

Maxim Proposal 1: “FOR” the Maxim merger proposal;

 

   

Maxim Proposal 2: “FOR” the Maxim compensation proposal; and

 

   

Maxim Proposal 3: “FOR” the Maxim adjournment proposal.

After careful consideration, the Maxim board of directors unanimously (1) determined that the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, is fair to, and in the best interests of, Maxim and its stockholders; (2) approved and declared advisable the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger; (3) directed that the merger agreement be submitted to Maxim stockholders for their consideration and adoption at a meeting of Maxim stockholders; and (4) resolved to recommend that Maxim stockholders vote in favor of the adoption of the merger agreement.

See also the section entitled “The Merger—Recommendation of the Maxim Board of Directors; Maxim’s Reasons for the Merger” beginning on page 81.

 

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Record Date for the Maxim Special Meeting and Voting Rights

The record date to determine stockholders who are entitled to receive notice of and to vote at the Maxim special meeting or any adjournments or postponements thereof is August 31, 2020. As of the close of business on the record date, there were 266,976,582 shares of Maxim common stock issued and outstanding and entitled to vote at the Maxim special meeting.

Each Maxim stockholder is entitled to one vote for each share of Maxim common stock such holder owned of record at the close of business on the Maxim record date with respect to each matter properly brought before the Maxim special meeting. Only Maxim stockholders of record at the close of business on the Maxim record date are entitled to receive notice of and to vote at the Maxim special meeting and any and all adjournments or postponements thereof.

Quorum; Abstentions and Broker Non-Votes

A quorum of Maxim stockholders is necessary to conduct the Maxim special meeting. The presence, in person via the Maxim special meeting website or by proxy, of the holders of a majority of the shares of Maxim common stock entitled to vote at the Maxim special meeting will constitute a quorum. Shares of Maxim common stock represented at the Maxim special meeting by attendance via the Maxim special meeting website or by proxy and entitled to vote, but not voted, including shares for which a stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. However, because all of the proposals for consideration at the Maxim special meeting are considered “non-routine” matters under Nasdaq and NYSE rules (as described below), shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals before the Maxim special meeting. If a quorum is not present, the Maxim special meeting will be adjourned or postponed until the holders of the number of shares of Maxim common stock required to constitute a quorum attend.

Under the NYSE and Nasdaq rules, banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain “routine” proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to matters that under the NYSE or Nasdaq rules, as applicable, are “non-routine.” This can result in a “broker non-vote,” which occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter. All of the proposals before the Maxim special meeting are considered “non-routine” matters under NYSE and Nasdaq rules, and banks, brokers or other nominees will not have discretionary authority to vote on any matter before the meeting. As a result, Maxim does not expect any broker non-votes at the Maxim special meeting and if you hold your shares of Maxim common stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. Brokers will not be able to vote on any of the proposals before the Maxim special meeting unless they have received voting instructions from the beneficial owners.

 

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Required Votes

Except for the Maxim adjournment proposal, the vote required to approve each of the proposals listed below assumes the presence of a quorum at the Maxim special meeting. As described above, Maxim does not expect there to be any broker non-votes at the Maxim special meeting.

 

Proposal

  

Required Vote

  

Effects of Certain Actions

Maxim Proposal 1:

 

Maxim Merger Proposal

   Approval requires the affirmative vote of a majority of the outstanding shares of Maxim common stock entitled to vote on the Maxim merger proposal.    Shares of Maxim common stock not present at the Maxim special meeting, shares that are present and not voted on the Maxim merger proposal, including due to the failure of any Maxim stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the Maxim merger proposal, and abstentions will have the same effect as a vote “AGAINST” the Maxim merger proposal

Maxim Proposal 2:

 

Maxim Compensation Proposal

   Approval requires the affirmative vote of a majority of the shares of Maxim common stock present in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting.   

Any shares not present at the Maxim special meeting, including due to the failure of any stockholder holding their shares in “street name” to provide any voting instructions to their broker with respect to the Maxim special meeting, will have no effect on the outcome of the Maxim compensation proposal. However, an abstention will have the same effect as a vote “AGAINST” the proposal.

 

If any Maxim stockholder who holds their shares in “street name” through a bank, broker or other nominee gives voting instructions to such bank, broker or other nominee with respect to one or more proposals at the Maxim special meeting but not with respect to the Maxim compensation proposal such shares will have the same effect as a vote “AGAINST” the Maxim compensation proposal.

 

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Proposal

  

Required Vote

  

Effects of Certain Actions

Maxim Proposal 3:

 

Maxim Adjournment Proposal

   Approval requires the affirmative vote of a majority of the Maxim shares, the holders of which are present either in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting.   

Any shares not present at the Maxim special meeting, including due to the failure of any stockholder holding their shares in “street name” to provide any voting instructions to their broker with respect to the Maxim special meeting, will have no effect on the outcome of the Maxim compensation proposal. However, an abstention will have the same effect as a vote “AGAINST” this proposal.

 

If any Maxim stockholder who holds their shares in “street name” through a bank, broker or other nominee provides voting instructions with respect to one or more proposals before the Maxim special meeting but not the Maxim adjournment proposal, it will have the same effect as a vote “AGAINST” the Maxim adjournment proposal.

Vote of Maxim’s Directors and Executive Officers

As of August 26, 2020, the latest practicable date prior to the date of this joint proxy statement/prospectus, Maxim directors and executive officers, and their affiliates, as a group, owned and were entitled to vote less than 1% of the total outstanding shares of Maxim common stock. Although no Maxim director or executive officer has entered into any agreement obligating them to do so, Maxim currently expects that all of its directors and executive officers will vote their shares “FOR” the Maxim merger proposal, “FOR” the Maxim compensation proposal and “FOR” the Maxim adjournment proposal. See the section entitled “Interests of Maxim’s Directors and Executive Officers In The Merger” beginning on page 164 and the arrangements described in Part III of Maxim’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020 and Maxim’s Definitive Proxy Statement on Schedule 14A for Maxim’s 2019 annual meeting of stockholders filed with the SEC on September 27, 2019, both of which are incorporated into this joint proxy statement/prospectus by reference.

Methods of Voting

Registered Stockholders

If you are a stockholder of record, you may vote at the Maxim special meeting by proxy through the Internet, by telephone or by mail, or by attending the Maxim special meeting and voting in person via the Maxim special meeting website, as described below.

 

   

By Internet: By visiting the Internet address provided on the proxy card and following the instructions provided on your proxy card.

 

   

By Telephone: By calling the number located on the proxy card and following the recorded instructions.

 

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By Mail: If you have received a paper copy of the proxy materials by mail, you may complete, sign, date and return by mail the enclosed proxy card in the envelope provided to you with your proxy materials.

 

   

In Person via the Maxim Special Meeting Website: All stockholders of record may vote in person at the Maxim special meeting by attending the meeting via the Maxim special meeting website. Stockholders who plan to attend the Maxim special meeting in person will need the 16-digit control number included on their proxy card in order to access the Maxim special meeting website and to attend and vote in person.

Unless revoked, all duly executed proxies representing shares of Maxim common stock entitled to vote will be voted at the Maxim special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions with respect to any proposal, then the Maxim officers identified on the proxy will vote your shares consistent with the recommendation of the Maxim board of directors on such proposal. If you are a stockholder of record, proxies submitted over the Internet or by telephone as described above must be received by 11:59 p.m., Eastern Time, on October 7, 2020. To reduce administrative costs and help the environment by conserving natural resources, Maxim asks that you vote through the Internet or by telephone.

By executing and delivering a proxy in connection with the Maxim special meeting, you designate certain Maxim officers identified therein as your proxies at the Maxim special meeting. If you deliver an executed proxy, but do not specify a choice with respect to any proposal properly brought before the Maxim special meeting, such proxies will vote your underlying shares of Maxim common stock on such uninstructed proposal in accordance with the recommendation of the Maxim board of directors. Maxim does not expect that any matter other than the proposals listed above will be brought before the Maxim special meeting and the Maxim bylaws provide that the only business that may be conducted at the Maxim special meeting are those proposals brought before the meeting by or at the direction of the Maxim board of directors.

Beneficial (Street Name) Stockholders

If you hold your shares through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee with respect to a proposal, your shares of Maxim common stock will not be voted on that proposal as your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the Maxim special meeting; see the section entitled “The Maxim Special Meeting—Quorum; Abstentions and Broker Non-Votes” beginning on page 62.

If you hold your shares through a bank, broker or other nominee in “street name” (instead of as a registered holder), you must obtain a specific control number from your bank, broker or other nominee in order to attend and vote in person at the Maxim special meeting via the Maxim special meeting website. For more information on how to attend in person, see the section entitled “The Maxim Special Meeting—Attending the Maxim Special Meeting” beginning on page 66.

Revocability of Proxies

Any stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the Maxim special meeting. If you are a Maxim stockholder of record, you may revoke your proxy by any of the following actions:

 

   

by sending a signed written notice of revocation to Maxim’s Corporate Secretary, provided such statement is received no later than October 7, 2020;

 

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by voting again by Internet or telephone as instructed on your proxy card before the closing of the voting facilities at 11:59 p.m., Eastern Time, on October 7, 2020;

 

   

by submitting a properly signed and dated proxy card with a later date that is received by Maxim no later than the close of business on October 7, 2020; or

 

   

by attending the Maxim special meeting via the Maxim special meeting website and requesting that your proxy be revoked or voting in person via the website as described above.

Only your last submitted proxy card will be considered.

Execution or revocation of a proxy will not in any way affect a stockholder’s right to attend the Maxim special meeting and vote in person.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Maxim Integrated Products, Inc.

160 Rio Robles

San Jose, California 95134

(408) 601-1000

Attn: Corporate Secretary

If your shares are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. You may also change your vote by obtaining your specific control number and instructions from your bank, broker or other nominee and voting your shares at the Maxim special meeting via the Maxim special meeting website.

Proxy Solicitation Costs

Maxim is soliciting proxies to provide an opportunity to all Maxim stockholders to vote on agenda items, whether or not the stockholders are able to attend the Maxim special meeting or any adjournment or postponement thereof. Maxim will bear the entire cost of soliciting proxies from its stockholders. In addition to the solicitation of proxies by mail, Maxim will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of Maxim common stock and secure their voting instructions, if necessary. Maxim may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

Maxim has also retained D.F. King to assist in soliciting proxies and in communicating with Maxim stockholders and estimates that it will pay them a fee of approximately $20,000 plus reimbursement for certain out-of-pocket fees and expenses. Maxim also has agreed to indemnify D.F. King against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Proxies may be solicited on behalf of Maxim or by Maxim directors, officers and other employees in person, by mail, by telephone, by facsimile, by messenger, via the Internet or by other means of communication, including electronic communication. Directors, officers and employees of Maxim will not be paid any additional amounts for their services or solicitation in this regard.

Attending the Maxim Special Meeting

If you wish to attend the Maxim special meeting via the Maxim special meeting website, you must (i) be a stockholder of record of Maxim at the close of business on August 31, 2020 (the record date for the Maxim special meeting), (ii) hold your shares of Maxim beneficially in the name of a broker, bank or other nominee as of the Maxim record date or (iii) hold a valid proxy for the Maxim special meeting.

 

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To enter the Maxim special meeting website and attend the Maxim special meeting, you will need the 16-digit control number located on your proxy card. If you hold your Maxim shares in street name beneficially through a broker, bank or other nominee and you wish to attend the Maxim special meeting via the Maxim special meeting website, you will need to obtain your specific control number and further instructions from your bank, broker or other nominee.

If you plan to attend the Maxim special meeting and vote in person via the Maxim special meeting website, Maxim still encourages you to vote in advance by the Internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to attend the Maxim special meeting via the Maxim special meeting website. Voting your proxy by the Internet, telephone or mail will not limit your right to vote at the Maxim special meeting via the Maxim special meeting website if you later decide to attend in person.

Householding

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Maxim has previously adopted householding for stockholders of record. As a result, stockholders with the same address and last name may receive only one copy of this joint proxy statement /prospectus. Registered Maxim stockholders (those who hold shares directly in their name with Maxim’s transfer agent) may opt out of householding and receive a separate joint proxy statement/prospectus or other proxy materials by sending a written request to Maxim at the address below.

Some brokers also household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.

Maxim will promptly deliver a copy of this joint proxy statement/prospectus to any Maxim stockholder who received only one copy of these materials due to householding upon request in writing to: Maxim Integrated Products, Inc., Attn: Corporate Secretary, 160 Rio Robles, San Jose, California 95134 or by calling (408) 601-1000.

Tabulation of Votes

The Maxim board of directors will appoint an independent inspector of election for the Maxim special meeting. The inspector of election will, among other matters, determine the number of shares of Maxim common stock represented at the Maxim special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to Maxim stockholders at the Maxim special meeting.

Adjournments

If a quorum is present at the Maxim special meeting but there are not sufficient votes at the time of the Maxim special meeting to approve the Maxim merger proposal, then Maxim stockholders may be asked to vote on the Maxim adjournment proposal.

At any subsequent reconvening of the Maxim special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the

 

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same manner as they would have been voted at the original convening of the Maxim special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Assistance

If you need assistance voting or in completing your proxy card or have questions regarding the Maxim special meeting, please contact D.F. King, Maxim’s proxy solicitor for the Maxim special meeting:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Stockholders may call toll-free: (800) 331-7543

Banks and brokers may call collect: (212) 269-5550

MXIM@dfking.com

MAXIM STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, MAXIM STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

 

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MAXIM PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

This joint proxy statement/prospectus is being furnished to you as a stockholder of Maxim in connection with the solicitation of proxies by the Maxim board of directors for use at the Maxim special meeting. At the Maxim special meeting, Maxim is asking stockholders to consider and vote upon a proposal to adopt the merger agreement, pursuant to which Acquisition Sub will merge with and into Maxim, with Maxim being the surviving corporation in the merger and becoming a wholly owned subsidiary of Analog Devices. Upon completion of the merger, Maxim stockholders will be entitled to receive 0.6300 of a share of Analog Devices common stock for each share of Maxim common stock held immediately prior to the effective time of the merger (together with cash in lieu of any fractional shares of Analog Devices common stock).

The Maxim board of directors, after careful consideration, unanimously approved and declared advisable the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, and determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of Maxim and its stockholders.

The Maxim board of directors accordingly unanimously recommends that Maxim stockholders vote to adopt the merger agreement. The merger and a summary of the terms of the merger agreement are described in more detail in the sections of this joint proxy statement/prospectus entitled “The Merger” beginning on page 72 and “The Merger Agreement” beginning on page 124 and Maxim stockholders are encouraged to read the full text of the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus.

Approval of the Maxim merger proposal requires the affirmative vote of a majority of the outstanding shares of Maxim common stock entitled to vote on the proposal.

It is a condition to the completion of the merger that Maxim stockholders approve the Maxim merger proposal. Shares of Maxim common stock not present in person at the Maxim special meeting via the Maxim special meeting website or represented by proxy, shares that are present and not voted on the Maxim merger proposal, including due to the failure of any Maxim stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the Maxim merger proposal, and abstentions will have the same effect as a vote “AGAINST” the Maxim merger proposal.

IF YOU ARE A MAXIM STOCKHOLDER, THE MAXIM BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE MAXIM MERGER PROPOSAL (MAXIM PROPOSAL 1)

 

 

 

 

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MAXIM PROPOSAL 2: ADVISORY (NON-BINDING) VOTE ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Maxim is required to submit to a non-binding, advisory stockholder vote certain compensation that may be paid or become payable to Maxim’s named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “Interests of Maxim’s Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to Maxim’s Named Executive Officers—Golden Parachute Compensation” beginning on page 166. The Maxim compensation proposal gives Maxim stockholders the opportunity to express their views on the merger-related compensation of Maxim’s named executive officers.

Accordingly, Maxim is asking Maxim stockholders to vote “FOR” the adoption of the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that may be paid or become payable to Maxim’s named executive officers that is based on or otherwise relates to the merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “Interests of Maxim’s Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to Maxim’s Named Executive Officers—Golden Parachute Compensation,” including the associated narrative discussion and the agreements, plans, arrangements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”

The vote on the Maxim compensation proposal is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, if you are a Maxim stockholder, you may vote to approve the Maxim merger proposal, and vote not to approve the Maxim compensation proposal, and vice versa. The vote on the Maxim compensation proposal is advisory and non-binding. As a result, if the merger is completed, the merger-related compensation may be paid to Maxim’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Maxim stockholders do not approve the Maxim compensation proposal.

The Maxim board of directors unanimously recommends a vote “FOR” the Maxim compensation proposal.

The affirmative vote of a majority of the shares of Maxim common stock present in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting is required to approve the Maxim compensation proposal, assuming a quorum is present. Accordingly, any shares not present at the Maxim special meeting (either in person via the Maxim special meeting website or represented by proxy), including due to the failure of any stockholder holding their shares in “street name” to provide any voting instructions to their broker with respect to the Maxim special meeting, will have no effect on the outcome of the Maxim compensation proposal. However, abstentions will have the same effect as a vote “AGAINST” the proposal. In addition, if any Maxim stockholder who holds their shares in “street name” through a bank, broker or other nominee gives voting instructions to such bank, broker or other nominee with respect to one or more proposals at the Maxim special meeting but not with respect to the Maxim compensation proposal such shares will have the same effect as a vote “AGAINST” the Maxim compensation proposal.

IF YOU ARE A MAXIM STOCKHOLDER, THE MAXIM BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE MAXIM COMPENSATION PROPOSAL (MAXIM PROPOSAL 2)

 

 

 

 

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MAXIM PROPOSAL 3: ADJOURNMENT OF THE MAXIM SPECIAL MEETING

The Maxim special meeting may be adjourned to another time and place if necessary or appropriate in order to permit the solicitation of additional proxies if there are not sufficient votes to approve the Maxim merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Maxim stockholders.

Maxim is asking its stockholders to authorize the holder of any proxy solicited by the Maxim board of directors to vote in favor of any adjournment of the Maxim special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Maxim merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Maxim stockholders.

The Maxim board of directors unanimously recommends that Maxim stockholders approve the proposal to adjourn the Maxim special meeting, if necessary or appropriate.

Whether or not a quorum is present, the affirmative vote of a majority of the shares of Maxim common stock, the holders of which who are present in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting is required to approve the Maxim adjournment proposal. Accordingly, any shares not present at the Maxim special meeting (either in person via the Maxim special meeting website or represented by proxy), including due to the failure of any stockholder holding their shares in “street name” to provide any voting instructions to their broker with respect to the Maxim special meeting, will have no effect on the outcome of the Maxim compensation proposal. However, abstentions will have the same effect as a vote “AGAINST” the proposal. In addition, if any Maxim stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions with respect to one or more other proposals before the Maxim special meeting but not the Maxim adjournment proposal, it will count as a vote “AGAINST” the Maxim adjournment proposal.

IF YOU ARE A MAXIM STOCKHOLDER, THE MAXIM BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE MAXIM ADJOURNMENT PROPOSAL (MAXIM PROPOSAL 3)

 

 

 

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THE MERGER

The following is a description of material aspects of the merger. While Analog Devices and Maxim believe that the following description covers the material terms of the merger, the description may not contain all of the information that is important to you. You are encouraged to read carefully this entire joint proxy statement/prospectus, including the text of the merger agreement attached to this joint proxy statement/prospectus as Annex A, for a more complete understanding of the merger. In addition, important business and financial information about each of Analog Devices and Maxim is included in or incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 195.

General

Analog Devices, Acquisition Sub and Maxim have entered into the merger agreement, which provides for the merger of Acquisition Sub with and into Maxim. As a result of the merger, the separate existence of Acquisition Sub will cease and Maxim will continue its existence under the DGCL as the surviving corporation and as a wholly owned subsidiary of Analog Devices. The surviving corporation will be named “Maxim Integrated Products, Inc.”

Merger Consideration

At the effective time, each share of Maxim common stock (other than shares held in treasury by Maxim or held directly by Analog Devices or Acquisition Sub (which shares will be cancelled)) that was issued and outstanding immediately prior to the effective time will be converted into the right to receive 0.6300 of a share of Analog Devices common stock as well as cash (without interest and less any applicable withholding taxes) in lieu of any fraction of a share of Analog Devices common stock.

The exchange ratio is fixed, which means that it will not change between now and the date of the merger, regardless of whether the market price of Analog Devices common stock or Maxim common stock changes. Therefore, the value of the merger consideration will depend on the market price of Analog Devices common stock at the effective time. The market price of Analog Devices common stock has fluctuated since the date of the announcement of the merger agreement and is expected to continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the respective Analog Devices and Maxim special meeting, through the date the merger is completed and thereafter. The market price of Analog Devices common stock, when received by Maxim stockholders in connection with the merger, could be greater than, less than or the same as the market price of Analog Devices common stock on the date of this joint proxy statement/prospectus or at the time of the Maxim special meeting. Accordingly, you should obtain current market quotations for Analog Devices common stock and Maxim common stock before deciding how to vote with respect to any of the proposals described in this joint proxy statement/prospectus. Analog Devices common stock is traded on Nasdaq under the symbol “ADI” and Maxim common stock is traded on Nasdaq under the symbol “MXIM.”

Background of the Merger

Analog Devices’ management and board of directors regularly evaluate the strategic opportunities available to Analog Devices with a view towards strengthening Analog Devices’ business, performance, industry positioning and prospects and enhancing stockholder value. Since 2017, Morgan Stanley, as financial advisor, has assisted Analog Devices in evaluating opportunities. As part of its ongoing evaluation, Analog Devices has evaluated and considered from time to time various potential strategic transactions, including potential mergers with or acquisitions of other participants in Analog Devices’ industry or adjacent industries, including, on several occasions in the preceding five years, the possibility of acquiring Maxim.

Maxim’s senior management team and board of directors regularly review and discuss Maxim’s financial performance, near-term and long-term strategy, strategic options, competitive position and opportunities, and,

 

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from time to time, include Maxim’s legal and financial advisors in such review and discussions. Over the past several years, as a result of this ongoing evaluation, the Maxim board of directors and senior management team have pursued a strategy that has been focused on enhancing the company’s profitability and strengthening the company’s industry positioning and prospects through organic growth opportunities (in particular through innovation and Maxim’s flexible manufacturing strategy), as well as on undertaking cost reduction initiatives and improving the company’s free cash flow in order to create value for Maxim’s stockholders. However, the Maxim board of directors and senior management team has continued to regularly review and evaluate potential strategic alternatives as part of Maxim’s ongoing efforts to strengthen and grow its overall business and enhance value for its stockholders.

As a result of their respective regular evaluations, Analog Devices senior management and the Analog Devices board of directors were generally familiar with Maxim, its management and its businesses, and Maxim’s senior management and the Maxim board of directors were generally familiar with Analog Devices, its management and its businesses, and both companies believed that a potential combination could be a value-enhancing opportunity for the stockholders of both companies at the right time and on appropriate terms.

On February 17, 2020, the standing M&A subcommittee of the Analog Devices board of directors met with Analog Devices’ senior management to review and discuss the landscape for potential strategic acquisition opportunities and the potential actionability of, and the benefits and challenges associated with, various potential counterparties, including Maxim.

On March 3, 2020, Mr. Roche contacted Mr. Doluca to schedule a check-in call for later in the week.

On March 5, 2020, Messrs. Roche and Doluca spoke by telephone, as previously arranged. The discussion focused primarily on general conditions in the industry and the economy generally in light of the growing impact of the COVID-19 pandemic. In the course of the conversation, Mr. Roche inquired as to Maxim’s potential interest in re-visiting the possibility of a potential combination of Analog Devices and Maxim, and invited Mr. Doluca to meet in person to discuss the possibility in greater detail. No specific transaction or transaction terms were proposed or discussed. Mr. Doluca indicated he would discuss the matter with William P. Sullivan, Chairman of the Maxim board of directors. Following such discussion, Mr. Doluca agreed to meet in person with Mr. Roche, but the meeting was subsequently postponed in light of the worsening conditions and shelter-in-place restrictions related to the COVID-19 pandemic.

On March 9, 2020, the Chief Executive Officer of another semiconductor company, which is referred to as “Company B,” and Mr. Doluca, who periodically meet to discuss industry developments and other matters, met at the request of the Chief Executive Officer of Company B. During the meeting, the Chief Executive Officer inquired whether Maxim might be interested in evaluating a potential at-market “merger of equals” transaction with Company B. No specific transaction terms were proposed, but Mr. Doluca communicated that he would discuss the possibility of exploring a potential transaction between the two companies with Maxim’s board of directors.

On March 10, 2020, the Analog Devices board of directors met telephonically, together with members of Analog Devices’ senior management, for a regularly-scheduled meeting. During this meeting, among other things, Mr. Roche updated the Analog Devices board of directors on his conversation with Mr. Doluca, and the Analog Devices board of directors reviewed and discussed the actionability of, and the potential benefits and challenges associated with, a strategic transaction with various potential counterparties, including Maxim. Based on these factors, a transaction with Maxim was identified as the priority transaction for Analog Devices to pursue.

On April 7, 2020, Messrs. Roche and Doluca exchanged emails and agreed to meet by video conference on April 13, 2020.

 

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On April 13, 2020, Messrs. Roche and Doluca met by video conference. During this meeting, Mr. Roche shared with Mr. Doluca his strategic vision for the combined company and belief regarding potential synergy opportunities and Analog Devices’ ability to achieve such synergies based on its experience executing on previous business combination transactions. The two executives also discussed generally the complementary nature of their business’ portfolios, the size of the two companies (including in relation to competitors in the broader semiconductor industry) and some of the potential benefits that could result from and challenges associated with a potential combination. No specific transaction terms were proposed at this meeting. Mr. Roche conveyed his view that consideration comprised entirely, or substantially entirely, of, Analog Devices stock would likely be the most appropriate form of consideration for any potential business combination, including in light of the business and market uncertainty arising from the COVID-19 pandemic and governmental and industry responses to it. Mr. Roche requested additional information regarding Maxim in order for Analog Devices to further evaluate a potential transaction. Mr. Doluca indicated that Maxim would need a proposal from Analog Devices as to the value of a potential transaction before Maxim would be in a position to exchange additional information. At the end of the meeting, Mr. Roche confirmed he would consider their discussion.

On April 22, 2020, the M&A subcommittee of the Analog Devices board of directors, which is referred to as the “M&A subcommittee,” met telephonically, together with members of Analog Devices senior management and representatives of Morgan Stanley, to review the potential benefits and challenges of a transaction with Maxim and to discuss potential transaction terms. The M&A subcommittee authorized Mr. Roche to deliver to Maxim a non-binding written proposal for the acquisition of Maxim by Analog Devices on specified terms, including an exchange ratio within a specified range, and to continue to engage with Maxim to determine if a transaction could be achieved on acceptable terms.

On April 29, 2020, Mr. Roche spoke to Mr. Doluca and conveyed Analog Devices’ non-binding proposal to acquire Maxim in a transaction that would be structured as an all-stock merger at an exchange ratio of 0.6131 (which was within the previously authorized range), meaning Maxim stockholders would receive 0.6131 of a share of Analog Devices common stock for each share of Maxim common stock held. Later that day, Mr. Roche delivered to Mr. Doluca a letter containing Analog Devices’ non-binding proposal in writing, which is referred to as the “April 29 proposal.” The April 29 proposal confirmed Analog Devices’ proposal to acquire Maxim in an all-stock merger at an exchange ratio of 0.6131, subject to satisfactory completion of due diligence and negotiation of a mutually acceptable definitive agreement. The proposal letter also indicated that Analog Devices would be willing to provide Maxim with representation on the board of directors of the combined company.

On April 30, 2020, Mr. Doluca shared the April 29 proposal with the Maxim board of directors. In addition, Maxim contacted Weil, Gotshal & Manges LLP, Maxim’s long-standing legal advisor, which is referred to as “Weil,” and J.P. Morgan Securities LLC, which Maxim engaged as its financial advisor in connection with a potential business combination involving the company, which is referred to as “J.P. Morgan,” to discuss the proposal and certain other recent developments, including the unsolicited proposal for a potential merger of equals transaction that had been received from Company B.

On May 7, 2020, the Maxim board of directors met by video conference, together with Maxim senior management and representatives from Weil and J.P. Morgan, to discuss the April 29 proposal from Analog Devices and the proposal for a potential merger of equals transaction that had been received from Company B. At the meeting, representatives of Weil reviewed with the Maxim board of directors its fiduciary duties in connection with its consideration of potential strategic alternatives. Representatives of J.P. Morgan also reviewed certain historical information with respect to Maxim’s financial performance as well as preliminary financial analyses with respect to a potential transaction involving Analog Devices or Company B. Members of Maxim senior management, representatives of J.P. Morgan and the Maxim board of directors also discussed perspectives regarding the potential strategic rationale for pursuing a potential transaction with either Analog Devices or Company B as well as Maxim’s standalone strategic plan, including certain execution risks related thereto, and other potential strategic counterparties for Maxim. Following these discussions, the Maxim board of directors was of the view that the April 29 proposal did not provide sufficient value for Maxim stockholders to engage in

 

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exclusive discussions with Analog Devices, but that a transaction with Analog Devices could be beneficial to Maxim and its stockholders. As a result, the Maxim board of directors authorized Mr. Doluca and the Maxim senior management team to meet with Analog Devices’ senior management team to exchange information and review the potential benefits that may be obtained in connection with a potential transaction, including the potential synergies, in order to support Analog Devices offering a higher exchange ratio. The Maxim board of directors also concluded that a potential combination with Company B would be unlikely to provide greater value for Maxim stockholders than the potential transaction with Analog Devices. In reaching this conclusion, the Maxim board of directors considered, among other factors, that Company B’s product lines would not be as complementary to Maxim’s product lines as Analog Devices’ products would be, that the proposed transaction would not result in synergies nearly as significant as those that were expected from a combination with Analog Devices and that any potential merger-of-equals transaction with Company B would likely involve an “at-market” exchange ratio that would provide little or no premium to Maxim stockholders for their shares. The Maxim board of directors authorized Mr. Doluca to inform the Chief Executive Officer of Company B that the Maxim board of directors was not interested in pursuing a possible transaction with Company B at that time.

On May 11, 2020, Mr. Doluca contacted Mr. Roche by telephone to convey Maxim’s response and to discuss next steps. Later that day, and on a few occasions during May 2020, Prashanth Mahendra-Rajah, Analog Devices’ Chief Financial Officer, and Brian C. White, Maxim’s Chief Financial Officer, spoke by telephone to discuss logistics and to arrange a meeting between the senior management teams.

On May 27, 2020, Maxim and Analog Devices entered into a mutual confidentiality agreement, which contained a customary mutual standstill and allowed for confidential discussions and the exchange of confidential information in connection with the parties’ respective due diligence investigations.

On May 29, 2020, Messrs. Roche and Mahendra-Rajah and other members of Analog Devices’ senior management met with Messrs. Doluca and White and other members of Maxim’s senior management by video conference to discuss and exchange information about their respective businesses, the potential synergies that might be achieved in the proposed combination and related matters, as well as the Analog Devices team’s vision for the combined company. During the meeting, Mr. Doluca reiterated that Maxim would require a higher exchange ratio in order to pursue a potential combination.

On June 3, 2020, Mr. Roche delivered to Mr. Doluca a letter containing Analog Devices’ updated non-binding proposal, subject to satisfactory completion of due diligence and negotiation of a mutually acceptable definitive agreement, to acquire Maxim, which is referred to as the “June 3 proposal,” in a transaction to be structured as an all-stock merger, at an exchange ratio of 0.6250 of a share of Analog Devices common stock for each share of Maxim common stock, which was within Analog Devices’ previously authorized range. The June 3 proposal also indicated that Analog Devices’ assumed that Maxim would designate one or more directors to the board of directors of the combined company and that Maxim would agree to enter into an exclusivity agreement with Analog Devices.

Later that day, Mr. Roche spoke to Mr. Doluca to discuss the letter and proposal. Mr. Doluca also shared the June 3 proposal with the Maxim board of directors and scheduled a Maxim board meeting for June 7, 2020 to discuss the proposal.

On June 7, 2020, the Maxim board of directors met by video conference, together with Maxim senior management and representatives from Weil and J.P. Morgan, to discuss the potential transaction with Analog Devices, including the June 3 proposal. At the meeting, Mr. Doluca and Maxim senior management provided the Maxim board of directors with an update on the management meeting that had taken place on May 29, 2020. Representatives of J.P. Morgan reviewed with the Maxim board of directors the financial terms of the June 3 proposal as well as financial considerations with respect to various potential responses to the June 3 proposal. During the meeting, the Maxim board of directors also discussed certain regulatory considerations, potential termination fees and business interruption risks related to the proposed transaction as well as the due diligence

 

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process and other potential strategic alternatives that may be available to Maxim. Following the discussion, the Maxim board of directors concluded that the proposed exchange ratio of 0.6250 would be acceptable, but that Maxim senior management should seek to negotiate a further increase in the exchange ratio, if possible, and that Maxim would require assurances from Analog Devices that a customary termination fee would be payable by Analog Devices to Maxim in the event of a failure of the parties to obtain required regulatory approvals.

On June 8, 2020, Mr. Doluca contacted Mr. Roche by telephone to discuss the proposed transaction and to negotiate an increase to the proposed exchange ratio. During this discussion, Mr. Doluca also reiterated the Maxim board of directors’ view that any potential transaction would need to provide appropriate regulatory certainty, including a regulatory termination fee.

On June 10, 2020, the Analog Devices board of directors met by video conference, together with members of Analog Devices’ senior management and representatives of Morgan Stanley, to, among other things, review and discuss the exchange ratio negotiations and to determine Analog Devices’ response. The directors authorized Mr. Roche to propose to Maxim, among other terms, an increased exchange ratio of 0.6300 and adding two current members of the Maxim board of directors, to be selected by mutual agreement of the parties before closing, to the Analog Devices board of directors upon closing of the transaction.

On June 11, 2020, Mr. Roche contacted Mr. Doluca and conveyed the terms of Analog Devices’ revised proposal. During this conversation, Mr. Roche reiterated Analog Devices’ requirement that Maxim agree to negotiate exclusively with Analog Devices for a period of three-to-four weeks in order for discussions to continue. Following this call, Mr. Roche delivered to Mr. Doluca a letter containing Analog Devices’ revised non-binding proposal for the acquisition of Maxim in an all-stock transaction at an exchange ratio of 0.6300, which is referred to as the “June 11 proposal,” along with a form of exclusivity agreement. The June 11 proposal, which indicated that it was Analog Devices’ best and final offer, also confirmed Analog Devices’ willingness to appoint two Maxim directors to the combined company’s board of directors as well as to discuss certain regulatory considerations that had been raised by Maxim in connection with the transaction.

On June 13, 2020, Messrs. Roche and Doluca spoke by telephone. Mr. Doluca confirmed Maxim’s willingness to engage in exclusive negotiations for a potential transaction on the terms contained in the June 11 proposal, subject to Mr. Roche’s confirmation that Analog Devices would agree to the principle that the definitive transaction agreement would include a customary provision pursuant to which Analog Devices would pay Maxim a customary termination fee in the event the transaction were to be terminated due to a failure to obtain required regulatory approvals. Mr. Roche agreed to the principle.

On June 14, 2020, Mr. Roche provided Mr. Doluca with a revised letter conveying Analog Devices’ revised proposal in writing along with a form of exclusivity agreement. Later on June 14, 2020, Analog Devices and Maxim entered into the exclusivity agreement, pursuant to which Maxim agreed to negotiate exclusively with Analog Devices through July 6, 2020, which period would automatically extend for successive one-week periods unless either party communicated that it desired to terminate negotiations. The parties determined to proceed expeditiously to negotiate definitive transaction agreements and to complete their respective due diligence reviews, subject to further review and approval by the Analog Devices board of directors and the Maxim board of directors, respectively.

During the week from June 14 to June 21, 2020, the parties prepared for and agreed to logistics for their reciprocal due diligence. On June 23, 2020, Wachtell, Lipton, Rosen & Katz, Analog Devices’ outside legal advisor, which is referred to as “Wachtell Lipton,” provided an initial draft of a merger agreement to Weil.

From June 23 through July 10, 2020, Analog Devices, Maxim and their respective legal advisors continued to conduct due diligence on each other, with the participation of their respective financial advisors, and the parties negotiated the terms of the merger agreement. During this period, Analog Devices engaged BofA Securities as an additional financial advisor.

 

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On June 28, 2020, a special meeting of the Maxim board of directors was held by video conference, together with members of Maxim senior management and representatives from Weil and J.P. Morgan, for the purpose of providing an update to the Maxim board of directors on the status of the potential transaction with Analog Devices. Mr. Doluca provided the Maxim board of directors with an update on the status of the due diligence process and described the major substantive issues that had arisen during negotiations. Representatives of Weil then provided a summary of certain key proposed terms of the draft merger agreement and discussed the open issues and proposed responses with the Maxim board of directors. Messrs. Doluca and White described the next steps and the proposed timeline for the transaction.

On July 10, 2020, the Maxim board of directors met by video conference, together with the Maxim senior management team and representatives from Weil and J.P. Morgan, to receive an update on the proposed transaction with Analog Devices. During the meeting, representatives of Weil and Maxim management provided an update on the status of the negotiation of the merger agreement and reviewed certain key open items. Maxim management also reviewed with the Maxim board of directors the results of its due diligence review of Analog Devices and its business.

By the evening of July 10, 2020, the parties had substantially completed negotiations and due diligence. On July 11, 2020, the Analog Devices board of directors met by video conference, together with members of Analog Devices’ senior management and representatives of Morgan Stanley, BofA Securities and Wachtell Lipton, to discuss and deliberate on the proposed combination of Analog Devices and Maxim, and to receive presentations from Analog Devices’ senior management and advisors. Mr. Roche reviewed the history of the interactions and negotiations with Maxim and briefed the directors on the current status of negotiations. Messrs. Roche and Mahendra-Rajah and other members of Analog Devices senior management reviewed rationales for the transaction and the expected impacts of the transaction on Analog Devices, the potential synergies that might be achieved in the proposed combination and the results of the due diligence review of Maxim. A representative of Wachtell Lipton reviewed the directors’ fiduciary duties and presented a detailed summary of the terms of the draft merger agreement. Representatives of Morgan Stanley made a financial presentation and reviewed its financial analyses with respect to the potential transaction with Maxim. Morgan Stanley rendered for the benefit of the Analog Devices board of directors its oral opinion, subsequently confirmed in writing, on July 11, 2020 that as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in the written opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to Analog Devices. See “—Opinion of Morgan Stanley” beginning on page 86 for more information. Also at this meeting, representatives of BofA Securities reviewed with the Analog Devices board of directors its financial analysis of the exchange ratio and delivered to the Analog Devices board of directors an oral opinion, which was confirmed by delivery of a written opinion dated July 11, 2020, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the exchange ratio provided for in the merger was fair, from a financial point of view, to Analog Devices. See “—Opinion of BofA Securities” beginning on page 94 for more information. After discussions, including as to the matters discussed below in the section entitled “—Recommendation of the Analog Devices Board of Directors; Analog Devices’ Reasons for the Merger” beginning on page 78, the Analog Devices board of directors, by unanimous vote of all of its members, in each case subject to satisfactory finalization of the merger agreement, which was expected to be completed following Maxim board approval the next day, (1) determined that the merger agreement and the transactions contemplated thereby, including but not limited to the merger and the share issuance were fair to, and in the best interests of, Analog Devices and the holders of shares of Analog Devices common stock, (2) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and the share issuance, (3) directed that the share issuance be submitted to the holders of shares of Analog Devices common stock for their approval and adoption and (4) resolved to recommend that the holders of shares of Analog Devices common stock vote in favor of the share issuance.

On July 12, 2020, the Maxim board of directors met by video conference, together with senior management and representatives from Weil and J.P. Morgan, for the purpose of considering the approval and adoption of the

 

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merger agreement and the proposed transaction with Analog Devices. At the beginning of the meeting, Mr. Doluca provided an overview of the negotiations and the rationale for the transaction. J.P. Morgan then presented its financial analyses with respect to the proposed transaction. Following such presentation, J.P. Morgan provided the Maxim board of directors with an oral opinion, which was subsequently confirmed by delivery of a written opinion dated July 12, 2020, to the effect that, as of the date of such opinion, and subject to the assumptions, qualifications and limitations set forth in the written opinion, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to the holders of shares of Maxim common stock. For a discussion of J.P. Morgan’s opinion and its financial analyses, see the section entitled “—Opinion of Maxim’s Financial Advisor” beginning on page 102. Representatives of Weil next reviewed the fiduciary duties of the Maxim board of directors, followed by a summary of the key terms of the merger agreement, including the structure of the proposed transaction and the treatment of Maxim’s equity awards, certain restrictions on Maxim’s business and operations during the pendency of the transaction, Analog Devices’ antitrust undertaking, the non-solicitation provisions that would apply to both Maxim and Analog Devices and the ability of each party’s board of directors to change its recommendation. Members of Maxim’s management team also reviewed and discussed with the Maxim board of directors certain amendments to Maxim’s change in control employee severance plans that were proposed to be adopted in connection with the transaction. After discussions, including as to the matters discussed below in the section entitled “—Recommendation of the Maxim Board of Directors; Maxim’s Reasons for the Merger” beginning on page 81, the Maxim board of directors, by unanimous vote of all of its members, (1) determined that the merger agreement and the consummation of the transactions contemplated thereby, including the merger, were fair to, and in the best interests of, Maxim and its stockholders, (2) approved and declared advisable the merger agreement and the consummation of the transactions contemplated thereby, including the merger, (3) directed that the merger agreement be submitted to Maxim stockholders for their consideration and adoption, (4) resolved to recommend that Maxim stockholders vote to adopt the merger agreement, and (5) approved and adopted the proposed amendments to Maxim’s change in control employee severance plans.

Later on July 12, 2020, following the approval of the merger agreement and the merger by the boards of directors of Analog Devices and Maxim, Analog Devices and Maxim finalized and entered into the merger agreement, and on the morning of July 13, 2020, prior to the opening of trading, issued a joint press release announcing that they had entered into the merger agreement.

Recommendation of the Analog Devices Board of Directors; Analog Devices’ Reasons for the Merger

At a special meeting held July 11, 2020, the Analog Devices board of directors unanimously: (1) determined that the merger agreement and the transactions contemplated thereby, including the merger and the share issuance, were fair to, and in the best interests of, Analog Devices and the holders of shares of Analog Devices common stock, (2) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and the share issuance, (3) directed that the share issuance be submitted to the holders of shares of Analog Devices common stock for their approval and adoption and (4) resolved to recommend that the holders of shares of Analog Devices common stock vote in favor of the share issuance. Accordingly, the Analog Devices board of directors unanimously recommends that Analog Devices shareholders vote “FOR” the Analog Devices share issuance proposal, and “FOR” the Analog Devices adjournment proposal.

In reaching its determinations and recommendations, the Analog Devices board of directors consulted with Analog Devices’ senior management and its outside legal and financial advisors, and considered a number of factors, including the following factors that weighed in favor of the merger.

 

   

Benefits of a Combined Company. The Analog Devices board of directors believe that the combination with Maxim strengthens Analog Devices’ leadership position in the analog semiconductor industry and increases Analog Devices’ global scale. Combining Analog Devices’ and Maxim’s best-in-class technologies is expected to enhance Analog Devices’ depth of domain expertise and

 

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engineering capabilities and enable Analog Devices to offer more complete solutions, serve more customers and capture a larger share of a $60 billion total addressable market. In this regard, the Analog Devices board of directors noted:

 

   

that Maxim’s strengths in the automotive and data center markets are highly complementary with Analog Devices’ strengths across the broad industrial, communications and digital healthcare markets;

 

   

that Maxim’s applications-focused product offerings with respect to power management are highly complementary with Analog Devices’ general purpose or catalog power offerings;

 

   

that the combined company will have greater engineering expertise and field technical resources which will allow Analog Devices to better serve customers who have global design teams and an increasing need for application and analog design support;

 

   

that the combined company’s complementary product offerings and engineering and field technical strengths will be aligned with important secular growth trends, such as the electrification of the vehicle, advanced automotive systems, cloud computing and industrial “4.0” applications and 5G communications;

 

   

that the cultures of Analog Devices and Maxim are strongly aligned, including shared values and commitment to innovation and engineering excellence, and that this culture along with Analog Devices’ commitment to research and development and the combined company’s scale will enhance Analog Devices’ standing as a destination for the most talented engineers across multiple domains of expertise;

 

   

the expectation that the combined company will have increased financial strength and flexibility, with an estimated $8.2 billion in combined revenue and an estimated $2.7 billion in free cash flow;

 

   

the expectation that the transaction will be accretive to adjusted earnings per share approximately 18 months subsequent to closing, with $275 million of cost synergies by the end of year two, driven primarily by lower operating expenses and cost of goods sold;

 

   

the expectation that additional cost synergies from manufacturing optimization will be realized within three years; and

 

   

the expectation that the combined company will be well-capitalized with a stronger balance sheet and a pro forma net leverage ratio of 1.2x, which is the ratio of net debt to EBITDA, or earnings before interest, taxes, depreciation and amortization, including stock-based compensation expense and excluding one-time, non-recurring items, (based on fiscal year 2019 reported financial statements for Analog Devices and trailing twelve months ending September 28, 2019 for Maxim) and below 1.0x at closing.

 

   

Exchange Ratio and Merger Consideration. The Analog Devices board of directors considered the relative favorability of the exchange ratio relative to the exchange ratios historically implied by the relative trading prices of Analog Devices and Maxim common stock over various periods and relative to the current assessment of the valuation of each company and of the synergies and other benefits of the merger, in addition to:

 

   

the fact that, upon completion of the merger, Analog Devices shareholders will own approximately 69% and former Maxim stockholders will own approximately 31% of the combined company (based on fully diluted shares outstanding of the combined company including only exercisable options);

 

   

the oral opinion of Morgan Stanley, subsequently confirmed in writing, rendered to the Analog Devices board of directors that, as of July 11, 2020 and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in the written opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to Analog

 

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Devices (which opinion is more fully described below under “Opinions of Analog Devices’ Financial Advisors—Opinion of Morgan Stanley” and is attached as Annex B to this joint proxy statement/prospectus); and

 

   

the oral opinion of BofA Securities, subsequently confirmed in a written opinion dated July 11, 2020, to the Analog Devices board of directors as to the fairness, from a financial point of view and as of the date of the opinion, of the exchange ratio provided for in the merger to Analog Devices (which opinion is more fully described below under “—Opinions of Analog Devices’ Financial Advisors—Opinion of BofA Securities” and is attached as Annex C to this joint proxy statement/prospectus).

 

   

Other Factors Considered by the Analog Devices Board of Directors. In addition to considering the factors described above, the Analog Devices board of directors considered the following additional factors that weighed in favor of the merger:

 

   

the past experience the Analog Devices management team has had in timely and effective corporate integration following significant combinations and acquisitions, including the $15 billion acquisition of Linear Technology in 2017;

 

   

historical information concerning Analog Devices’ and Maxim’s respective businesses, financial condition, results of operations, earnings, trading prices, technology positions, managements, competitive positions and prospects on a stand-alone basis and forecasted combined basis; and

 

   

the current and prospective business environment in which Analog Devices and Maxim operate, including international, national and local economic conditions and the competitive and regulatory environment, and the likely effect of these factors on Analog Devices and the combined company.

 

   

Terms of the Merger Agreement. The Analog Devices board of directors considered that the terms of the merger agreement, taken as a whole, including the parties’ representations, warranties and covenants, and the circumstances under which the merger agreement may be terminated, in its belief, are reasonable. The Analog Devices board of directors also reviewed and considered the conditions to the completion of the merger, and concluded that while the completion of the merger is subject to various regulatory approvals, such approvals were likely to be satisfied on a timely basis.

The Analog Devices board of directors weighed these advantages and opportunities against a number of potentially negative factors in its deliberations concerning the merger agreement and the merger, including:

 

   

the risk that, because the exchange ratio under the merger agreement would not be adjusted for changes in the market price of Analog Devices common stock or Maxim common stock, the then-current trading price of the shares of Analog Devices common stock to be issued to holders of shares of Maxim common stock upon the consummation of the merger could be significantly higher than the trading price prevailing at the time the merger agreement was entered into;

 

   

the risk that Maxim’s financial performance may not meet Analog Devices’ expectations;

 

   

the potential challenges and difficulties in integrating the operations of Analog Devices and Maxim and the risk that anticipated cost savings and operational efficiencies between the two companies, or other anticipated cost benefits of the merger, might not be realized or might take longer to realize than expected;

 

   

the difficulties and management challenges inherent in completing the merger and integrating the businesses, operations and workforce of Maxim with those of Analog Devices and the possibility of encountering difficulties in achieving expected revenue growth and other non-cost synergies;

 

   

the possible diversion of management attention for an extended period of time during the pendency of the merger and, following closing, the integration of the two companies;

 

   

the substantial costs to be incurred in connection with the merger, including those incurred regardless of whether the merger is consummated;

 

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that Analog Devices would be required to pay to Maxim a termination fee of $830 million in the event the merger agreement were to be terminated in certain circumstances involving the failure to obtain required regulatory approvals;

 

   

the risk that Analog Devices shareholders may not approve the Analog Devices share issuance proposal at the Analog Devices special meeting or that Maxim stockholders may not approve the adoption of the merger agreement at the Maxim special meeting;

 

   

the ability of the Maxim board of directors, in certain circumstances, to change its recommendation that Maxim stockholders approve the Maxim merger proposal;

 

   

that Analog Devices would be required to pay to Maxim a termination fee of $725 million in the event the merger agreement were to be terminated by Maxim in connection with a change in the recommendation by the Analog Devices board of directors to its shareholders with respect to approval of the share issuance; and

 

   

the risks of the type and nature described in the section entitled “Risk Factors” beginning on page 35 and the matters described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 33.

The Analog Devices board of directors considered all of these factors as a whole and, on balance, concluded that the potential benefits of the merger outweighed the risks and uncertainties of the merger.

In addition, the Analog Devices board of directors was aware of and considered the interests of its directors and executive officers that are different from, or in addition to, the interests of Analog Devices shareholders generally described in the section entitled “Interests of Analog Devices’ Directors and Executive Officers in the Merger” beginning on page 163.

The foregoing discussion of the information and factors that the Analog Devices board of directors considered is not intended to be exhaustive, but rather is meant to include the material factors that the Analog Devices board of directors considered. The Analog Devices board of directors collectively reached the conclusion to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement in light of the various factors described above and other factors that the members of the Analog Devices board of directors believed were appropriate. In view of the complexity and wide variety of factors, both positive and negative, that the Analog Devices board of directors considered in connection with its evaluation of the merger, the Analog Devices board of directors did not find it practical, and did not attempt, to quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Analog Devices board of directors. In considering the factors discussed above, individual directors may have given different weights to different factors.

The foregoing description of Analog Devices’ consideration of the factors supporting the merger is forward-looking in nature. This information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 33.

Recommendation of the Maxim Board of Directors; Maxim’s Reasons for the Merger

At a meeting held on July 12, 2020, the Maxim board of directors unanimously:

 

   

determined that the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, Maxim and its stockholders;

 

   

approved and declared advisable the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger;

 

   

directed that the merger agreement be submitted to Maxim stockholders for consideration and adoption at the Maxim special meeting; and

 

   

recommended that Maxim stockholders vote to adopt the merger agreement.

 

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ACCORDINGLY, THE MAXIM BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT MAXIM STOCKHOLDERS VOTE “FOR” THE MAXIM MERGER PROPOSAL.

As described in the section entitled “—Background of the Merger” beginning on page 72, in evaluating the merger agreement and the transactions contemplated by the merger agreement, including the merger, the Maxim board of directors held a number of meetings and consulted with Maxim’s senior management and its outside legal and financial advisors. In reaching its decision to approve the merger agreement and to recommend that Maxim stockholders vote to adopt the merger agreement, the Maxim board of directors considered a number of factors, including, but not limited to the following (which are not necessarily presented in order of their relative importance to the Maxim board of directors):

 

   

the opportunity to combine two successful businesses with well-positioned and proven product and technology portfolios and complementary product offerings across a broad-array of end-markets, including the complementarity of Maxim’s strength in the automotive and data center markets and Analog Devices’ strength across broad industrial, communications and digital healthcare markets, positioning the combined company to better serve customers with more creative product solutions;

 

   

the importance of scale in the competitive market environments in which Maxim and Analog Devices operate, and the potential for the merger to enhance the combined company’s ability to compete effectively in those environments and across multiple end markets, including the ability to capitalize on new growth opportunities and to compete for customers and key employee talent;

 

   

the cultural alignment between Maxim and Analog Devices, including a shared focus on and commitment to integrity, operational excellence, customer satisfaction and innovation, and the expectation that the combined company would be able to build on each company’s history of engineering excellence to attract top engineering talent and invest in future research and development;

 

   

the Maxim board of directors’ consideration, from time to time, with the assistance of Maxim management and Maxim’s financial and legal advisors, of the various strategic alternatives available to Maxim, including remaining an independent company and continuing to execute on Maxim’s strategic plan, and the Maxim board of directors’ belief that the merger presents a more favorable opportunity for Maxim stockholders than the potential value that may result from remaining a standalone company or pursuing other strategic alternatives;

 

   

the Maxim board of directors’ knowledge of, and discussions with Maxim management regarding, Maxim’s business, operations, financial condition, earnings, strategy and future prospects, including Maxim’s opportunities to create stockholder value in the future on a standalone basis and the risks inherent in the execution of Maxim’s strategic plan;

 

   

discussions with Maxim management and Maxim’s financial and legal advisors regarding Analog Devices’ business, operations, strategy and future prospects, and the Maxim board of directors’ view regarding the combined company’s financial condition and potential for stronger free cash flow generation as well as the diversification and growth expected to result from the merger;

 

   

the expectation that the combined company could achieve at least $275 million of cost synergies and that Maxim stockholders will be able to participate in the benefits of such synergies as stockholders of the combined company;

 

   

the Maxim board of directors’ view that the combined company will be well-capitalized with a strong balance sheet and ability to generate free cash flow and thereby return capital to stockholders;

 

   

the implied value of the consideration to be received by Maxim stockholders in the merger (which was $78.44 per share of Maxim common stock, calculated based on the exchange ratio of 0.6300 and the closing price of the Analog Devices common stock on the Nasdaq Global Market on July 10, 2020, the last trading day prior to the announcement of the merger agreement, representing an implied premium of approximately 22% to the closing price of the Maxim common stock on July 10, 2020);

 

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the exchange ratio of 0.6300 shares of Analog Devices common stock for each share of Maxim common stock is fixed, which affords Maxim stockholders the opportunity to benefit from any appreciation in the value of Analog Devices’ common stock after the announcement of the merger, and that the exchange ratio was the result of extensive negotiation between the parties, including that the proposed exchange ratio had been increased on two occasions and the Maxim board of directors’ belief that the final exchange ratio represented the highest and best price that Maxim could obtain from Analog Devices;

 

   

Maxim stockholders will own approximately 31% of the combined company on a pro forma basis (based on the number of shares of Maxim common stock and Analog Devices common stock outstanding as of July 10, 2020 and July 9, 2020, respectively, on a fully diluted basis and the exchange ratio) and have the opportunity to participate in the future earnings and growth of the combined company;

 

   

the fact that, at the effective time, two Maxim directors will be appointed to the Analog Devices board of directors and that Analog Devices agreed to nominate such individuals for election to the Analog Devices board of directors at Analog Devices’ first annual meeting of shareholders following the closing, which will allow for oversight of and input into the strategy of the combined company;

 

   

that Analog Devices currently pays and historically has paid cash dividends to its shareholders and that Maxim stockholders will be able to participate in and receive any dividends or distributions paid on the Analog Devices common stock with a record date following the effective time;

 

   

the financial analyses reviewed and discussed with the Maxim board of directors by representatives of J.P. Morgan, as well as the oral opinion of J.P. Morgan rendered on July 12, 2020, which was subsequently confirmed by delivery of a written opinion of J.P. Morgan, dated July 12, 2020, to the Maxim board of directors to the effect that, as of the date of J.P. Morgan’s written opinion, and based upon and subject to the factors and assumptions set forth therein, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to the holders of Maxim common stock. See the section entitled “—Opinion of Maxim’s Financial Advisor” beginning on page 102. The full text of the written opinion of J.P. Morgan is attached as Annex D to this joint proxy statement/prospectus;

 

   

the expected treatment of the merger as a tax-free reorganization under Section 368(a) of the Code for U.S. federal income tax purposes, as more fully described in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 169;

 

   

the Maxim board of directors’ view, based on discussions with Maxim management, of the ability for Analog Devices to integrate and combine the respective Analog Devices and Maxim businesses, including in light of the experience of the Analog Devices management team in successfully completing and integrating transactions similar to the proposed merger and Analog Devices’ achievement of synergies and growth following its previous transactions;

 

   

the review by the Maxim board of directors with its legal and financial advisors of the structure of the proposed merger and the financial and other terms of the merger agreement, including the parties’ representations, warranties and covenants, the conditions to their respective obligations to complete the proposed merger and the termination provisions and related termination fees, as well as the Maxim board’s conclusion that, although the proposed merger was subject to various regulatory approvals and other conditions, such approvals were likely to be obtained and the proposed merger completed on a timely basis. In connection with such review, the Maxim board of directors also considered the following specific aspects of the merger agreement (which are not necessarily presented in order of relative importance):

 

   

that Maxim and Analog Devices agreed to use their respective reasonable best efforts to complete the merger and obtain the necessary approvals and clearances required under applicable antitrust laws, including the obligation of Analog Devices to agree to make divestitures, hold assets

 

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separate and implement other changes or restrictions in its business if necessary to obtain antitrust approval for the merger, so long as the divestitures or restrictions would not limit Analog Devices with respect to assets, businesses, operations or product lines that, individually or in the aggregate, generate total collective revenues in excess of $175 million, and that Analog Devices will be required to pay a termination fee of $830 million if the merger agreement is terminated in certain circumstances related to the failure to obtain such antitrust approvals;

 

   

the nature of the closing conditions included in the merger agreement, including the reciprocal exceptions to the events that would constitute a material adverse effect on either Maxim or Analog Devices for purposes of the merger agreement, as well as the likelihood of satisfaction of all conditions to completion of the transactions;

 

   

the fact that there are limited circumstances in which the Analog Devices board of directors may terminate the merger agreement or change its recommendation that Analog Devices shareholders approve the Analog Devices share issuance proposal, and the requirement that Analog Devices pay Maxim a $725 million termination fee if the merger agreement is terminated under certain circumstances, including if the merger agreement is terminated by Maxim as a result of a change in recommendation by the Analog Devices board of directors;

 

   

Maxim’s right to engage in negotiations with, and provide information to, a third party that makes an unsolicited bona fide written proposal relating to an alternative transaction, if the Maxim board of directors has determined in good faith, after consultation with its outside legal counsel and financial advisor, that such proposal constitutes or could reasonably be expected to lead to a transaction that is superior to the merger with Analog Devices;

 

   

the right of the Maxim board of directors to change its recommendation that Maxim stockholders vote to adopt the merger agreement in response to a superior proposal or certain intervening events, subject to certain conditions, and the Maxim board of directors’ view that the termination fee of $725 million payable to Analog Devices under certain circumstances is customary and reasonable and would not preclude or deter a willing and financially capable third party from making an acquisition proposal for an alternative transaction;

 

   

the fact that there are no financing conditions or contingencies, and that Analog Devices does not require financing in order to complete the merger; and

 

   

the fact that Maxim has the right to specifically enforce Analog Devices’ obligations under the merger agreement.

In the course of its evaluation of the merger agreement and the merger, the Maxim board of directors also considered a variety of risks, uncertainties and other potentially negative factors, including the following (which are not necessarily presented in order of relative importance):

 

   

that there is no assurance that, even if approved by Maxim stockholders, the merger will be completed on the anticipated timeline or at all;

 

   

the risk that the combined company will not realize all of the anticipated strategic and other benefits of the merger, including the possibility that Analog Devices’ financial performance may not meet Maxim’s expectations, that the expected synergies may not be realized or will cost more to achieve than anticipated, and the risk that any accommodations required by antitrust regulatory authorities may decrease the anticipated strategic and other benefits of the merger to the combined company;

 

   

the challenges inherent in completing the merger and integrating the business, operations and workforce of Maxim and Analog Devices and the risk that the anticipated benefits of the merger might not be realized;

 

   

the amount of time it could take to complete the merger, including that completion of the merger depends on factors outside of Maxim’s or Analog Devices’ control, and the risk that the pendency of

 

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the merger for an extended period of time following the announcement of the execution of the merger agreement could have an adverse impact on Maxim or Analog Devices, including their respective customer, supplier and other business relationships and potentially impact the trading price of their respective stock;

 

   

the possible diversion of management attention for an extended period of time during the pendency of the merger;

 

   

the risk that, despite the retention efforts of Maxim and Analog Devices prior to the consummation of the merger, the combined company may not retain key personnel or there may be employee attrition;

 

   

the provisions of the merger agreement that prohibit Maxim from soliciting or negotiating alternative transactions and that such provisions and the potential requirement to pay Analog Devices a termination fee of $725 million, as described in the section entitled “The Merger Agreement—Termination Fees” beginning on page 147, may deter a potential acquirer from proposing an alternative transaction for Maxim that would provide Maxim stockholders with greater value than the merger;

 

   

the potential for litigation relating to the proposed merger and the associated costs, burden and inconvenience involved in defending any such proceedings;

 

   

the restrictions in the merger agreement on the conduct of Maxim’s business during the period between execution of the merger agreement and the consummation of the merger, including that Maxim is required to conduct its business in all material respects in the ordinary course, subject to specific limitations, which could delay or prevent Maxim from pursuing certain business opportunities or strategic transactions that may arise and could have a negative impact on Maxim’s ability to maintain its existing business and employee relationships;

 

   

the risk that Maxim stockholders may not approve the adoption of the merger agreement at the Maxim special meeting or that Analog Devices shareholders may not approve the Analog Devices share issuance proposal at the Analog Devices special meeting;

 

   

the possibility that regulatory agencies may delay, object to or challenge the merger or may impose terms and conditions on their approvals that adversely affect the business or financial results of Maxim, Analog Devices or the combined company, as more fully described in the section entitled “—Regulatory Approvals” beginning on page 118, and the fact that Analog Devices is not required to undertake divestitures or agree to any restrictions in excess of a $175 million cap;

 

   

the fact that the exchange ratio under the merger agreement is fixed, meaning that the Maxim stockholders could be adversely affected and the implied value of the merger consideration will decline if there is a decline in the trading price of the Analog Devices common stock;

 

   

the fact that Maxim stockholders will not be entitled to appraisal rights in connection with the merger;

 

   

the substantial transaction costs to be incurred in connection with the proposed merger; and

 

   

the risks of the type and nature described in the section entitled “Risk Factors” beginning on page 35 and the matters described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 33.

The Maxim board of directors considered the factors described above as a whole, including through engaging in discussions with Maxim senior management and Maxim’s outside legal and financial advisors. Based on this review and consideration, the Maxim board of directors unanimously concluded that these factors, on balance, supported a determination that the merger agreement and the transactions contemplated by the merger agreement, including the merger, was advisable and in the best interests of Maxim stockholders, and to make its recommendation to Maxim stockholders that they vote to adopt the merger agreement.

In considering the recommendation of the Maxim board of directors that Maxim stockholders vote to adopt the merger agreement, Maxim stockholders should be aware that Maxim’s directors and executive officers may

 

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have certain interests in the merger that are different from, or in addition to, the interests of Maxim stockholders generally, including the treatment of equity awards held by such directors and executive officers in the merger, as described in the section entitled “Interests of Maxim’s Directors and Executive Officers in the Merger” beginning on page 164. The Maxim board of directors was aware of and took these interests into account when approving the merger agreement and determining that the merger agreement and the consummation of the transactions contemplated thereby, including the merger, was advisable and in the best interests of Maxim stockholders.

The foregoing discussion of the information and factors that the Maxim board of directors considered is not, and is not intended to be, exhaustive. The Maxim board of directors collectively reached the conclusion to approve the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, in light of the various factors described above and other factors that the members of the Maxim board of directors believed were appropriate. In view of the complexity and wide variety of factors, both positive and negative, that the Maxim board of directors considered in connection with its evaluation of the merger, the Maxim board of directors did not find it useful to, and did not attempt, to quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Maxim board of directors. In considering the factors discussed above, individual directors may have given different weights to different factors.

The foregoing discussion of the information and factors considered by the Maxim board of directors’ in approving the merger agreement is forward-looking in nature. This information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 33.

Opinions of Analog Devices’ Financial Advisors

Opinion of Morgan Stanley

Analog Devices retained Morgan Stanley to act as financial advisor to the Analog Devices board of directors in connection with the proposed merger. The Analog Devices board of directors selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in the industry, and its knowledge of Analog Devices’ business and affairs. At the meeting of the Analog Devices board of directors on July 11, 2020, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in the written opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to Analog Devices.

The full text of the written opinion of Morgan Stanley, dated as of July 11, 2020, which sets forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this joint proxy statement/prospectus as Annex B. You are encouraged to read the entire opinion carefully and in its entirety. Morgan Stanley’s opinion was rendered for the benefit of the Analog Devices board of directors, in its capacity as such, and addressed only the fairness from a financial point of view of the exchange ratio pursuant to the merger agreement to Analog Devices as of the date of the opinion. Morgan Stanley’s opinion did not address any other aspect of the merger or related transactions, including the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, the price at which shares of Analog Devices common stock would trade at any time in the future, or the fairness of the amount or nature of the compensation to any officers, directors or employees of any party to the merger, or any class of such persons, relative to the exchange ratio. The opinion was addressed to, and rendered for the benefit of, the Analog Devices board of

 

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directors and was not intended to, and does not, constitute advice or a recommendation to any holder of shares of Analog Devices common stock or any holder of shares of Maxim common stock as to how to vote or act on any matter with respect to the merger or related transactions or any other action with respect to the transactions contemplated by the merger agreement, including the merger.

In connection with rendering its opinion, Morgan Stanley, among other things:

 

   

reviewed certain publicly available financial statements and other business and financial information of Maxim and Analog Devices, respectively;

 

   

reviewed certain internal financial statements and other financial and operating data concerning Maxim and Analog Devices, respectively;

 

   

reviewed certain financial projections for Maxim (which are referred to as the “Maxim Financial Projections”) and Analog Devices, respectively, prepared by the managements of Maxim or Analog Devices, and an alternative version of the Maxim Financial Projections incorporating certain adjustments thereto made by management of Analog Devices;

 

   

reviewed information relating to certain strategic, financial and operational benefits anticipated from the merger, prepared by the management of Analog Devices;

 

   

discussed the past and current operations and financial condition and the prospects of Maxim with senior executives of Maxim;

 

   

discussed the past and current operations and financial condition and the prospects of Analog Devices, including information relating to certain strategic, financial and operational benefits anticipated from the merger, with senior executives of Analog Devices;

 

   

reviewed the pro forma impact of the merger on Analog Devices’ earnings per share, cash flow, consolidated capitalization and certain financial ratios;

 

   

reviewed the reported prices and trading activity for Maxim common stock and Analog Devices common stock;

 

   

compared the financial performance of Maxim and Analog Devices and the prices and trading activity of Maxim common stock and Analog Devices common stock with that of certain other publicly traded companies comparable with Maxim and Analog Devices, respectively, and their securities;

 

   

participated in certain discussions and negotiations among representatives of Maxim and Analog Devices and their financial and legal advisors;

 

   

reviewed the merger agreement and certain related documents; and

 

   

performed such other analyses, reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied, or otherwise made available to Morgan Stanley by Maxim and Analog Devices, and formed a substantial basis for its opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of Maxim and Analog Devices of the future financial performance of Maxim and Analog Devices. In connection with such financial projections, at the direction of Analog Devices management, Morgan Stanley did not take into account for its analyses any potential contingent liabilities of either Analog Devices or Maxim, other than those reflected in the financial statements or notes thereto of either Analog Devices or Maxim. Morgan Stanley expressed no view as to such financial projections or the assumptions on which they were based. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with all applicable laws and regulations and in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any

 

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terms or conditions, including, among other things, that the merger will be treated as a tax-free reorganization, pursuant to the Code, as amended, and that the definitive merger agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that, in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Analog Devices and Maxim and their legal, tax or regulatory advisors with respect to legal, tax, or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any officers, directors or employees of any party to the merger, or any class of such persons, relative to the exchange ratio. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Maxim or Analog Devices, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, July 11, 2020. Events occurring after July 11, 2020 may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses

The following is a brief summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion dated July 11, 2020. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. In connection with arriving at its opinion, Morgan Stanley considered all of its analyses as a whole and did not attribute any particular weight to any analysis described below. Considering any portion of such analyses and factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Furthermore, mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using the data referred to below.

In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized and relied upon certain financial projections provided by Analog Devices’ and Maxim’s managements and referred to below. For further information regarding the financial projections, see the sections entitled “The Merger—Analog Devices Unaudited Financial Projections” and “The Merger—Maxim Unaudited Financial Projections” beginning on pages 111 and 114, respectively.

On July 12, 2020, Maxim and Analog Devices entered into the merger agreement pursuant to which each share of Maxim common stock, other than shares that are held in Maxim’s treasury or are held directly by Analog Devices or Acquisition Sub immediately prior to the effective time, would be exchanged for 0.6300 shares of Analog Devices common stock. Based on the exchange ratio, Morgan Stanley calculated that, as a result of the merger, Analog Devices’ shareholders would own approximately 68.6% of the fully diluted shares of Analog Devices common stock based on each of Maxim’s and Analog Devices’ fully diluted shares including equity awards (using the treasury method) (such share information provided by the managements of Analog Devices and Maxim), and Maxim’s stockholders would own the remaining approximately 31.4% of the fully diluted shares of Analog Devices common stock following completion of the merger pursuant to the merger agreement.

 

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Relative Public Trading Multiples Analysis

Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for each of Analog Devices and Maxim with comparable publicly available consensus equity analyst research estimates for selected companies that share similar business characteristics and have certain comparable operating characteristics including, among other things, similar revenue growth rates, profitability, scale and/or other similar operating characteristics (we refer to these companies as the comparable companies). These companies were the following:

 

   

Texas Instruments Incorporated

 

   

Microchip Technology Inc.

 

   

NXP Semiconductors NV

In the case of applying the analysis to Analog Devices, Maxim was included in the group of comparable companies. In the case of applying the analysis to Maxim, Analog Devices was included in the group of comparable companies.

For purposes of this analysis, Morgan Stanley analyzed (a) the ratio of aggregate value, which Morgan Stanley defined as fully diluted market capitalization plus total debt, plus non-controlling interest, less cash and cash equivalents, to EBITDA (treating stock-based compensation as an expense), which Morgan Stanley defined as net income excluding net interest expense, income tax expense and certain other non-cash and non-recurring items, principally depreciation and amortization, and (b) the ratio of price to earnings, which Morgan Stanley defined as the ratio of price per share to estimated earnings per share, commonly referred to as “EPS,” of each of these comparable companies based on publicly available financial information compiled by Thomson Reuters for comparison purposes. For the purposes of this analysis and certain other analyses described below, Morgan Stanley utilized (a) publicly available financial information for each of Analog Devices and Maxim available as of July 10, 2020 (the last full trading day prior to the execution of the merger agreement), which is referred to below as the “Analog Devices Street Case” and the “Maxim Street Case,” as applicable, (b) financial projections for Analog Devices, prepared by Analog Devices, which are referred to below as the “Analog Devices Management Case,” and (c) an alternative version of Maxim Financial Projections incorporating certain adjustments thereto made by Analog Devices, which is referred to below as the “Maxim Management Judged Case.” For further information regarding the financial projections, see the sections entitled “The Merger—Analog Devices Unaudited Financial Projections” and “The Merger—Maxim Unaudited Financial Projections” beginning on pages 111 and 114, respectively.

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of aggregate value to EBITDA multiples, and price to earnings multiples and applied these ranges of multiples to the estimated relevant metric for each of Analog Devices and Maxim, as applicable.

 

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Based on the outstanding shares on a fully diluted basis, including equity awards (using the treasury method), as provided by Analog Devices on July 9, 2020 and Maxim on July 7, 2020, as applicable, Morgan Stanley calculated the estimated implied exchange ratio range as set forth in the table below. Morgan Stanley calculated the high end of the exchange ratio range by dividing the highest per share price for Maxim resulting from the application of the relevant multiples described above by the lowest per share price for Analog Devices resulting from the application of the relevant multiples described above. Morgan Stanley calculated the low end of the exchange ratio range by dividing the lowest per share price for Maxim resulting from the application of the relevant multiples described above by the highest per share price for Analog Devices resulting from the application of the relevant multiples described above.

 

Relative Public Trading Multiples Analysis    Implied Transaction
Exchange Ratio Range

CY2021E AV / EBITDA

 

  

Analog Devices Street Case to Maxim Street Case

   0.4212x — 0.6635x

Analog Devices Management Case to Maxim Management Judged Case

   0.4871x — 0.7698x

CY2019E Price / EPS

 

  

Analog Devices Street Case to Maxim Street Case

   0.3244x — 0.6803x

Analog Devices Management Case to Maxim Management Judged Case

   0.3793x — 0.7953x

No company utilized in the public trading comparables analysis is identical to either Analog Devices or Maxim. In evaluating the comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the control of Analog Devices, Maxim or Morgan Stanley. These include, among other things, the impact of competition on Analog Devices’ or Maxim’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Analog Devices, or Maxim and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in and of itself a meaningful method of using comparable company data.

Relative Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the potential future equity value of a company as a function of the company’s estimated future earnings. The resulting equity value is subsequently discounted to arrive at an estimate of the implied present value for such company’s potential future equity value. In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share on a stand-alone basis for each of Analog Devices and Maxim.

To calculate the discounted equity value, Morgan Stanley utilized estimated calendar year 2023 EPS which was extrapolated from the Analog Devices Management Case, in the case of Analog Devices, and the estimated calendar year 2023 EPS which was extrapolated from the Maxim Management Judged Case, in the case of Maxim (in each instance, such extrapolations were reviewed, and approved for use by Morgan Stanley, by Analog Devices management), as well as certain publicly available estimates of EPS prepared by equity research analysts. Based upon the application of its professional judgment and experience, Morgan Stanley applied a range of EPS multiples (based on the range of EPS multiples for comparable companies and the range of historical EPS multiples for each of Analog Devices and Maxim, as applicable) to these estimates and applied a discount rate of 6.9%, in the case of Analog Devices, and 6.2%, in the case of Maxim, which rates were selected based on each company’s estimated cost of equity.

 

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Based on the implied present equity values per share determined as described above for Analog Devices relative to those determined for Maxim, Morgan Stanley calculated the following implied exchange ratio reference range:

 

Relative Discounted Equity Value Analysis    Implied Transaction Exchange Ratio Range

Analog Devices Street Case to Maxim Street Case

   0.3844x — 0.7439x

Analog Devices Management Case to Maxim Management Judged Case

   0.4403x — 0.8520x

Relative Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Morgan Stanley calculated the estimated present value of the stand-alone unlevered after-tax free cash flows that Analog Devices and Maxim were each forecasted to generate during calendar years 2020 through 2029. For purposes of this analysis, unlevered after-tax free cash flows were calculated as EBITDA (treating stock-based compensation as an expense), less taxes, less change in net working capital, less other cash items and less capital expenditures. Financial data used in this analysis was based on the Analog Devices Management Case for calendar years 2020 through 2029 on a standalone basis, with the estimates for calendar years 2023 through 2029 reviewed, and approved for use by Morgan Stanley, by the management of Analog Devices, in the case of Analog Devices, and the Maxim Management Judged Case for Maxim’s calendar years 2020 through 2029, with the estimates for Maxim’s calendar years 2023 through 2029 reviewed, and approved for use by Morgan Stanley, by the management of Analog Devices, in the case of Maxim.

Morgan Stanley then estimated the terminal values of both Analog Devices and Maxim at the end of the forecast period by using perpetual growth rates ranging from 1.5% to 2.5%, which perpetual growth rates were selected upon the application of Morgan Stanley’s professional judgment and experience. The cash flows and terminal values were then discounted to present value as of July 10, 2020 using discount rates ranging from 5.6% to 7.3%, in the case of Analog Devices, and 5.1% to 7.0%, in the case of Maxim, which discount rates were selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect a weighted average cost of capital calculation for Analog Devices and Maxim, respectively. The resulting aggregate values were then adjusted for net debt and non-controlling interest. Morgan Stanley further applied its professional judgment and experience to select, for each of Analog Devices and Maxim, the range of such adjusted aggregate values for use in its analyses.

Based on the implied per share equity value reference range for Analog Devices relative to the per share reference range for Maxim described above, Morgan Stanley calculated the following implied exchange ratio reference range:

 

Relative Discounted Cash Flow Analysis

  

Implied Transaction
Exchange
Ratio Range

As of July 10, 2020

   0.4625x — 0.8818x

Other Information

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley’s financial analysis with respect to its opinion, but which were noted as reference data for the Analog Devices board of directors, including the following information described below under the sections entitled “—Relative Historical Exchange Ratio” and “—Relative Equity Research Analysts’ Future Price Targets.”

Relative Historical Exchange Ratio

Morgan Stanley reviewed the range of the ratio of closing prices of Maxim common stock divided by the corresponding closing prices of Analog Devices common stock over the 52-week period ended on July 10, 2020

 

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(the last full trading day prior to the execution of the merger agreement). For the 52-week period reviewed, Morgan Stanley observed the relevant range of low and high exchange ratios.

 

Period Ending July 10, 2020

  

Implied Transaction
Exchange
Ratio Range

52-Week Trading Range

   0.3410x — 0.7946x

Relative Equity Research Analysts’ Future Price Targets

Morgan Stanley reviewed future public market trading price targets for Analog Devices common stock and Maxim common stock prepared and published by equity research analysts prior to July 10, 2020 (the last full trading day prior to the execution of the merger agreement). These forward targets reflected each analyst’s estimate of the 12-month future public market trading price of Analog Devices common stock and Maxim common stock. Morgan Stanley also discounted such 12-month future market trading price estimates by the cost of equity for Analog Devices and Maxim, respectively.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Analog Devices common stock or Maxim common stock, as applicable, and these estimates are subject to uncertainties, including the future financial performance of Analog Devices and Maxim, and future financial market conditions.

 

12-Month Research Estimates

  

Implied Transaction
Exchange
Ratio Range

As of July 10, 2020

   0.3332x — 0.7449x

General

In connection with the review of the merger by the Analog Devices board of directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Analog Devices or Maxim. In performing its analyses, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, regulatory, economic, market and financial conditions and other matters, which are beyond the control of Analog Devices or Maxim. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the exchange ratio pursuant to the merger agreement to Analog Devices and in connection with the delivery of its opinion, dated July 11, 2020, to the Analog Devices board of directors. These analyses do not purport to be appraisals or to reflect the prices at which shares of Analog Devices common stock might actually trade.

The exchange ratio was determined by Analog Devices and Maxim through arm’s-length negotiations between Analog Devices and Maxim and approved by the Analog Devices board of directors. Morgan Stanley

 

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provided advice to the Analog Devices board of directors during these negotiations. Morgan Stanley did not, however, recommend any specific exchange ratio to Analog Devices or the Analog Devices board of directors or that any specific exchange ratio constituted the only appropriate exchange ratio for the merger.

Morgan Stanley’s opinion and its presentation to the Analog Devices board of directors was one of many factors taken into consideration by the Analog Devices board of directors in deciding to approve the merger agreement and approve the transactions contemplated thereby, including the merger. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Analog Devices board of directors with respect to the exchange ratio pursuant to the merger agreement or of whether the Analog Devices board of directors would have been willing to agree to a different exchange ratio. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

Morgan Stanley’s opinion was not intended to, and does not, constitute advice or a recommendation to any holder of shares of Analog Devices common stock or Maxim common stock as to how to vote or act on any matter with respect to the merger or related transactions or any other action with respect to the transactions contemplated by the merger agreement. Morgan Stanley’s opinion did not address any other aspect of the merger or related transactions, including the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, the prices at which shares of Analog Devices common stock or Maxim common stock would trade at any time in the future, or the fairness of the amount or nature of the compensation to any officers, directors or employees of any party to the merger, or any class of such persons, relative to the exchange ratio.

The Analog Devices board of directors retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, and prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or for the accounts of their customers, in debt or equity securities or loans of Analog Devices, Maxim and their respective affiliates, or any other company, or any currency or commodity, that may be involved in the transactions contemplated by the merger agreement, or any related derivative instrument.

Under the terms of its engagement letter, Morgan Stanley provided Analog Devices with financial advisory services and a financial opinion in connection with the merger, described in this section and attached to this joint proxy statement/prospectus as Annex B, and Analog Devices has agreed to pay Morgan Stanley a fee of $44 million for its services, $4 million of which was paid upon the public announcement of the merger and the remainder of which is contingent upon the closing of the merger and will be reduced by an amount that Morgan Stanley has agreed with Analog Devices is creditable to pay other third-party transaction fees. Analog Devices has also agreed to reimburse Morgan Stanley for its reasonable expenses, including reasonable fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, Analog Devices has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses relating to or arising out of Morgan Stanley’s engagement. In the two years prior to the date of its opinion, Morgan Stanley and its affiliates have provided financing services to Analog Devices and received aggregate fees of approximately $0.4 million from Analog Devices in connection with such services. In the two years prior to the date of its opinion, Morgan Stanley and its affiliates have provided financing services to Maxim and received aggregate fees of less than $37,000 from Maxim in connection with such services. In addition, as of the date of its opinion, Morgan Stanley or an affiliate thereof is a lender to Analog Devices. Morgan Stanley may also seek to provide financial advisory and financing services to Analog Devices and Maxim and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

 

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Opinion of BofA Securities

Analog Devices has retained BofA Securities to act as its financial advisor in connection with the merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Analog Devices selected BofA Securities to act as Analog Devices’ financial advisor in connection with the merger on the basis of BofA Securities’ experience in transactions similar to the merger, its reputation in the investment community and its familiarity with Analog Devices and its business.

On July 11, 2020, at a meeting of the Analog Devices board of directors held to evaluate the merger, BofA Securities delivered to the Analog Devices board of directors an oral opinion, which was confirmed by delivery of a written opinion dated July 11, 2020, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the exchange ratio provided for in the merger was fair, from a financial point of view, to Analog Devices.

The full text of the written opinion of BofA Securities to the Analog Devices board of directors, which sets forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by BofA Securities in rendering its opinion, is attached as Annex C to this joint proxy statement/prospectus and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the opinion. BofA Securities delivered its opinion to the Analog Devices board of directors for the benefit and use of the Analog Devices board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the exchange ratio provided for in the merger from a financial point of view. BofA Securities’ opinion does not address any terms or other aspects or implications of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Analog Devices or any of its affiliates or in which Analog Devices or any of its affiliates might engage or as to the underlying business decision of Analog Devices to proceed with or effect the merger. BofA Securities’ opinion does not address any other aspect or implication of the merger and does not constitute a recommendation to any shareholder as to how to vote or act in connection with the proposed merger or any related matter.

In connection with rendering its opinion, BofA Securities, among other things:

 

  (1)

reviewed certain publicly available business and financial information relating to Maxim and Analog Devices;

 

  (2)

reviewed certain internal financial and operating information with respect to the business, operations and prospects of Maxim furnished to or discussed with BofA Securities by the management of Analog Devices;

 

  (3)

reviewed certain financial forecasts relating to Maxim prepared by the management of Maxim, which are referred to as the “Maxim forecasts”;

 

  (4)

reviewed an alternative version of the Maxim forecasts incorporating certain adjustments thereto made by the management of Analog Devices, which is referred to as the “adjusted Maxim forecasts,” and discussed with the management of Analog Devices its assessments as to the relative likelihood of achieving the future financial results reflected in the Maxim forecasts and the adjusted Maxim forecasts;

 

  (5)

reviewed certain internal financial and operating information with respect to the business, operations and prospects of Analog Devices furnished to or discussed with BofA Securities by the management of Analog Devices, including certain financial forecasts relating to Analog Devices prepared by the management of Analog Devices, which are referred to as the “Analog Devices forecasts”;

 

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  (6)

reviewed certain estimates as to the amount and timing of cost savings anticipated by the management of Analog Devices to result from the merger, which are referred to as the “estimated synergies”;

 

  (7)

discussed the past and current business, operations, financial condition and prospects of Maxim and Analog Devices with members of senior management of Analog Devices;

 

  (8)

discussed with the management of Analog Devices its assessments as to (a) Maxim’s existing and future relationships, agreements and arrangements with, and Analog Devices’ ability to retain, key customers, clients, suppliers and employees of Maxim and (b) the products, product candidates and technology of Maxim, including the validity of, risks associated with, and the integration by Analog Devices of, such products, product candidates and technology;

 

  (9)

reviewed the potential pro forma financial impact of the merger on the future financial performance of Analog Devices, including the potential effect on Analog Devices’ estimated earnings per share;

 

  (10)

reviewed the trading histories for Maxim common stock and Analog Devices common stock and a comparison of such trading histories with each other and with the trading histories of other companies BofA Securities deemed relevant;

 

  (11)

compared certain financial and stock market information of Maxim and Analog Devices with similar information of other companies BofA Securities deemed relevant;

 

  (12)

reviewed a draft, dated July 11, 2020, of the merger agreement, which is referred to as the “draft agreement”; and

 

  (13)

performed such other analyses and studies and considered such other information and factors as BofA Securities deemed appropriate.

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with BofA Securities and relied upon the assurances of the management of Analog Devices that it is not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Maxim forecasts, BofA Securities assumed that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Maxim as to the future financial performance of Maxim. With respect to the adjusted Maxim forecasts, the Analog Devices forecasts and the estimated synergies, BofA Securities assumed, at the direction of Analog Devices, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Analog Devices as to the future financial performance of Maxim and Analog Devices and the other matters covered thereby and, based on the assessments of the management of Analog Devices as to the relative likelihood of achieving the future financial results reflected in the Maxim forecasts and the adjusted Maxim forecasts, BofA Securities relied, at the direction of Analog Devices, on the adjusted Maxim forecasts for purposes of its opinion. BofA Securities relied, at the direction of Analog Devices, on the assessments of the management of Analog Devices as to the ability of Analog Devices pro forma for consummation of the merger, which is referred to as “pro forma Analog Devices,” to achieve the estimated synergies and assumed, at the direction of Analog Devices, that the estimated synergies would be realized in the amounts and at the times projected. BofA Securities relied, at the direction of Analog Devices, upon the assessments of the management of Analog Devices as to Maxim’s existing and future relationships, agreements and arrangements with, and the ability of pro forma Analog Devices to retain, key customers, clients, suppliers and employees of Maxim and assumed, at the direction of Analog Devices, that the merger would not adversely impact Maxim’s relationships, agreements or arrangements with such customers, clients, suppliers and employees. BofA Securities also relied, at the direction of Analog Devices, on the assessments of the management of Analog Devices as to the products, product candidates and technology of Maxim, including the validity of, risks associated with, and the integration by pro forma Analog Devices of, such products, product candidates and technology. BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Maxim, Analog

 

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Devices or any other entity, nor did it make any physical inspection of the properties or assets of Maxim, Analog Devices or any other entity and assumed, with the consent of Analog Devices, that there are no material undisclosed liabilities of or relating to Maxim, Analog Devices or any other entity for which appropriate reserves, indemnification arrangements or other provisions have not been made. BofA Securities did not evaluate the solvency or fair value of Maxim, Analog Devices or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities also assumed, at the direction of Analog Devices, that the merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Maxim, Analog Devices or any other entity or the contemplated benefits of the merger in any respect meaningful to BofA Securities’ analyses or opinion. BofA Securities also assumed, at the direction of Analog Devices, that the merger would qualify for federal income tax purposes as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. BofA Securities also assumed, at the direction of Analog Devices, that the final executed merger agreement would not differ in any material respect from the draft agreement reviewed by BofA Securities.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the merger (other than the exchange ratio to the extent expressly specified in its opinion), including, without limitation, the form or structure of the merger, or any terms or other aspects or implications of any other agreement, arrangement or understanding entered into in connection with or related to the merger or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, to Analog Devices of the exchange ratio provided for in the merger and no opinion or view was expressed with respect to any consideration received in connection with the merger by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the merger, or class of such persons, relative to the exchange ratio or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Analog Devices or any of its affiliates or in which Analog Devices or any of its affiliates might engage or as to the underlying business decision of Analog Devices to proceed with or effect the merger. BofA Securities did not express any opinion as to what the value of Analog Devices common stock actually would be when issued or the prices at which Analog Devices common stock or Maxim common stock will trade at any time, including following announcement or consummation of the merger. In addition, BofA Securities did not express any view or opinion with respect to, and relied, with the consent of Analog Devices, upon the assessments of representatives of Analog Devices regarding, legal, regulatory, accounting, tax and other matters relating to Analog Devices, Maxim or any other entity and the merger (including the contemplated benefits of the merger) as to which BofA Securities understood that Analog Devices obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Securities expressed no opinion or recommendation as to how any shareholder should vote or act in connection with the merger or any related matter. Except as described herein, Analog Devices imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. BofA Securities noted that the credit, financial and stock markets have been experiencing unusual volatility and BofA Securities expressed no opinion or view as to any potential effects of such volatility on Analog Devices, Maxim or the merger. It should be understood that subsequent developments may affect its opinion, and BofA Securities does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities.

The discussions set forth below in the sections entitled “—Summary of Material Maxim Financial Analyses,” “—Summary of Material Analog Devices Financial Analyses” and “—Summary of Material Relative

 

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Financial Analyses” represent a brief summary of the material financial analyses presented by BofA Securities to the Analog Devices board of directors in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Summary of Material Maxim Financial Analyses

Selected Publicly Traded Companies Analysis. BofA Securities reviewed publicly available financial and stock market information for Maxim and the following 11 publicly traded companies in the semiconductor and related devices industry, four of which it classified as “core” companies (selected publicly traded companies with products, operations and customers that were most comparable to Maxim):

 

   

Texas Instruments Incorporated (core)

 

   

Analog Devices, Inc. (core)

 

   

NXP Semiconductors N.V. (core)

 

   

Microchip Technology Incorporated (core)

 

   

Broadcom Inc. (other)

 

   

Infineon Technologies AG (other)

 

   

STMicroelectronics N.V. (other)

 

   

Marvell Technology Group Ltd. (other)

 

   

Renesas Electronics Corporation (other)

 

   

Inphi Corporation (other)

 

   

Semtech Corporation (other)

BofA Securities reviewed, among other things, per share equity values, based on closing stock prices on July 10, 2020, of the selected publicly traded companies as a multiple of calendar year 2021 estimated earnings per share, commonly referred to as “EPS,” treating stock based compensation as an expense and excluding one-time, non-recurring items and amortization of intangibles, referred to herein as “adjusted EPS.” BofA Securities also reviewed enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on July 10, 2020, plus debt, preferred stock and minority interests and less cash and cash equivalents, short-term investments and long-term investments, as a multiple of calendar year 2021 estimated earnings before interest, taxes, depreciations and amortization, commonly referred to as “EBITDA,” including stock-based compensation expense and excluding one-time, non-recurring items, referred to herein as “adjusted EBITDA.” The mean and median enterprise value / calendar year 2021 estimated adjusted EBITDA multiple observed for the core selected publicly traded companies was 17.6x, and 18.7x, respectively, and the mean and median enterprise value / calendar year 2021 estimated adjusted EBITDA multiple for the other selected publicly traded companies was 23.3x and 14.6x, respectively. The mean and median price / calendar year 2021 estimated adjusted EPS multiple observed for the core selected publicly traded companies was 22.6x, and the mean and median price / calendar year 2021 estimated adjusted EPS multiple observed for the other selected publicly traded companies was 31.4x and 21.1x, respectively. BofA Securities then applied calendar year 2021 adjusted EPS multiples of 21.0x to 26.5x derived from the selected publicly traded companies to Maxim’s calendar year 2021 estimated adjusted EPS and applied calendar year 2021 adjusted EBITDA multiples of 16.5x to 20.5x derived from the selected publicly traded companies to Maxim’s calendar year 2021 estimated adjusted EBITDA.

 

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Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of Maxim were based on the adjusted Maxim forecasts. This analysis indicated the following approximate implied per share equity value reference ranges for Maxim (rounded to the nearest $0.25), as compared to the per share price of Maxim common stock implied by the exchange ratio, calculated based on the closing share price of Analog Devices common stock on July 10, 2020 multiplied by the exchange ratio (rounded up to the nearest whole cent):

 

Implied Per Share Equity Value Reference Ranges for Maxim

   Per Share Price Implied by Exchange Ratio

Price/CY2021E Adj. EPS

  

EV/CY2021E Adj. EBITDA

    

$57.00 - $71.75

   $59.00 - $72.75    $78.44

No company used in this analysis is identical or directly comparable to Maxim. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Maxim was compared.

Discounted Cash Flow Analysis. BofA Securities performed a discounted cash flow analysis of Maxim to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that Maxim was forecasted to generate from July 1, 2020 through calendar year 2029 based on the adjusted Maxim forecasts. BofA Securities calculated terminal values for Maxim by extrapolating Maxim’s unlevered free cash flow at perpetuity growth rates of 2.75% to 3.25%, which perpetuity growth rates were selected based on BofA Securities’ professional judgment and experience. The cash flows and terminal values were then discounted to present value as of June 30, 2020, assuming a mid-year convention, using discount rates ranging from 7.25% to 9.25%, which were based on an estimate of Maxim’s weighted average cost of capital, derived using the capital asset pricing model. From the resulting enterprise values, BofA Securities added net cash projected as of June 30, 2020 of $692 million to derive equity values. This analysis indicated the following approximate implied per share equity value reference ranges for Maxim (rounded to the nearest $0.25) as compared to the per share price of Maxim common stock implied by the exchange ratio:

 

Implied Per Share Equity Value

Reference Range for Maxim

   Per Share Price Implied by Exchange Ratio

$57.25 - $89.50

   $78.44

Summary of Material Analog Devices Financial Analyses

Selected Publicly Traded Companies Analysis. BofA Securities reviewed publicly available financial and stock market information for Analog Devices and the following 11 publicly traded companies in the semiconductor and related devices industry, four of which BofA Securities classified as “core” companies (selected publicly traded companies with products, operations and customers that were most comparable to Analog Devices):

 

   

Texas Instruments Incorporated (core)

 

   

NXP Semiconductors N.V. (core)

 

   

Microchip Technology Incorporated (core)

 

   

Maxim Integrated Products, Inc. (core)

 

   

Broadcom Inc. (other)

 

   

Infineon Technologies AG (other)

 

   

STMicroelectronics N.V. (other)

 

   

Marvell Technology Group Ltd. (other)

 

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Renesas Electronics Corporation (other)

 

   

Inphi Corporation (other)

 

   

Semtech Corporation (other)

BofA Securities reviewed, among other things, per share equity values, based on closing stock prices on July 10, 2020, of the selected publicly traded companies as a multiple of calendar year 2021 estimated adjusted EPS. BofA Securities also reviewed enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on July 10, 2020, plus debt, preferred stock and minority interests and less cash and cash equivalents, short-term investments and long-term investments, as a multiple of calendar year 2021 estimated adjusted EBITDA. The mean and median enterprise value / calendar year 2021 estimated adjusted EBITDA multiple observed for the core selected publicly traded companies was 17.4x, and 18.2x, respectively, and the mean and median enterprise value / calendar year 2021 estimated adjusted EBITDA multiple for the other selected publicly traded companies was 23.3x and 14.6x, respectively. The mean and median price / calendar year 2021 estimated adjusted EPS multiple observed for the core selected publicly traded companies was 23.2x and 23.7x, respectively, and the mean and median price / calendar year 2021 estimated adjusted EPS multiple observed for the other selected publicly traded companies was 31.4x and 21.1x, respectively. BofA Securities then applied calendar year 2021 adjusted EPS multiples of 20.5x to 26.0x derived from the selected publicly traded companies to Analog Devices’ calendar year 2021 estimated adjusted EPS and applied calendar year 2021 adjusted EBITDA multiples of 16.5x to 20.5x derived from the selected publicly traded companies to Analog Devices’ calendar year 2021 estimated adjusted EBITDA. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of Analog Devices were based on the Analog Devices forecasts. This analysis indicated the following approximate implied per share equity value reference ranges for Analog Devices (rounded to the nearest $0.25), as compared to the closing price of Analog Devices common stock on July 10, 2020:

 

Implied Per Share Equity Value Reference Ranges for Analog

Devices

  

Closing Trading Price of Analog Devices Common

Stock on July 10, 2020

Price/2021E Adj. EPS

  

EV/2021E Adj. EBITDA

    
$101.00 - $128.25    $95.75 - $121.75    $124.50

No company used in this analysis is identical or directly comparable to Analog Devices. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Analog Devices was compared.

Discounted Cash Flow Analysis. BofA Securities performed a discounted cash flow analysis of Analog Devices to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that Analog Devices was forecasted to generate from July 1, 2020 through calendar year 2029 based on the adjusted Analog Devices forecasts. BofA Securities calculated terminal values for Analog Devices by extrapolating Analog Devices’ unlevered free cash flow at perpetuity growth rates of 2.75% to 3.25%, which perpetuity growth rates were selected based on BofA Securities’ professional judgment and experience. The cash flows and terminal values were then discounted to present value as of June 30, 2020, assuming a mid-year convention, using discount rates ranging from 7.00% to 9.00%, which were based on an estimate of Analog Devices’ weighted average cost of capital, derived using the capital asset pricing model. From the resulting enterprise values, BofA Securities deducted net debt as of May 2, 2020 of $4,806 million to derive equity values. This analysis indicated the following approximate implied per share equity value reference ranges for Analog Devices (rounded to the nearest $0.25) as compared to the closing price of Analog Devices common stock on July 10, 2020:

 

Implied Per Share Equity Value

Reference Range for Analog Devices

   Closing Trading Price of Analog Devices
Common Stock on July 10, 2020
$93.75 - $160.25    $124.50

 

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Summary of Material Relative Financial Analyses

Implied Exchange Ratio Analyses. Utilizing the implied per share equity value reference ranges derived for Maxim and Analog Devices described above and by dividing the low endpoint and the high endpoint of the per share equity reference range derived for Maxim by the low endpoint and the high endpoint of the per share equity reference range derived for Analog Devices, respectively, without taking into account the potential pro forma financial effect of the estimated synergies, BofA Securities calculated the following approximate implied exchange ratio reference ranges, as compared to the exchange ratio provided for in the merger:

 

Implied Exchange Ratio Reference Ranges

   Discounted Cash Flow    Merger Exchange Ratio

Price/2021E Adj. EPS

   EV/2021E Adj. EBITDA          
0.444x – 0.710x    0.485x – 0.760x    0.357x – 0.955x    0.630x

Has/Gets Analysis. BofA Securities performed a has/gets analysis to calculate the theoretical change in value for the Analog Devices shareholders resulting from the merger based on a comparison of (a) the pro forma ownership by Analog Devices shareholders of the combined company following the merger, and (b) the 100% ownership by Analog Devices shareholders of the Analog Devices common stock on a stand-alone basis. For Analog Devices on a stand-alone basis, BofA Securities used the reference range obtained in its discounted cash flow analysis described above under “—Summary of Material Analog Devices Financial Analyses—Discounted Cash Flow Analysis.” BofA Securities then calculated the implied pro forma equity value per share of Analog Devices common stock resulting from the merger as follows:

(a)    the implied equity value of Analog Devices on a standalone basis plus the implied equity value of Maxim on a standalone basis (each as calculated under the various methodologies described above);

(b)    plus the implied equity value of net cost estimated synergies to the combined company applying a perpetuity growth rate of 2.0% to 3.0% and a discount rate range of 7.25% to 9.25%; and

(c)    less the decrease in cash from the merger to the combined company.

This analysis yielded the following implied per share equity value reference ranges for Analog Devices common stock on a standalone basis (rounded to the nearest $0.25) and for the combined company (rounded to the nearest $0.05):

 

    

Per Share Equity Value Reference Ranges for Analog
Devices Common Stock

Pro Forma

   $96.60 – $161.15

Stand-Alone

   $93.75 – $160.25

Other Factors

BofA Securities also noted certain additional factors that were not considered part of BofA Securities’ material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

 

   

The implied premiums of the implied Maxim per share consideration compared to the Maxim common stock price as of July 10, 2020 and its historical stock prices, including the 22.4% premium to the stock price on July 10, 2020, the 25.8% premium to the 5-trading day volume weighted average price, the 30.3% premium to the 30-trading day volume weighted average price, the 45.6% premium to the 90-trading day volume weighted average price and the 19.3% premium to the 52-week high, each through July 10, 2020.

 

   

BofA Securities reviewed the historical trading prices for Maxim common stock and Analog Devices common stock during the 52-week period of July 11, 2019 to July 10, 2020, which prices ranged from

 

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$41.93 to $65.73 and $79.08 to $127.39, respectively, which ranges were used to calculate a range of implied exchange ratios of 0.329x to 0.831x, as compared to the exchange ratio provided for in the merger of 0.630x.

 

   

BofA Securities reviewed publicly available financial analyst perspectives on Maxim, which generally indicated low to high price targets of Maxim common stock of approximately $48.00 to $74.00 and Analog Devices, which generally indicated low to high price targets of Analog Devices common stock of approximately $100.00 to $145.00, each discounted one year using a cost of equity of 8.5%, which ranges were used to calculate a range of implied exchange ratios of 0.331x to 0.740x, as compared to the exchange ratio provided for in the merger of 0.630x.

 

   

BofA Securities reviewed the potential pro forma financial effect of the merger on Analog Devices’ fiscal years 2022 and 2023 estimated adjusted EPS based on the Analog Devices management forecasts, the adjusted Maxim forecasts, the estimated synergies, approximately $1,400 million and $1,500 million in dividends in fiscal years 2022 and 2023, respectively, per Analog Devices management, approximately $1,100 million and $1,300 million in share repurchases in fiscal years 2022 and 2023, respectively, per Analog Devices management, the exchange ratio and the relative pro forma ownership of the combined company following the merger. This analysis indicated that that the merger could be accretive to Analog Devices’ estimated adjusted EPS for fiscal years 2022 and 2023. The actual results achieved by the combined company may vary from projected results and the variations may be material.

Miscellaneous

As noted above, the discussions set forth above in the sections entitled “—Summary of Material Maxim Financial Analyses,” “—Summary of Material Analog Devices Financial Analyses” and “—Summary of Material Relative Financial Analyses” represent a brief summary of the material financial analyses presented by BofA Securities to the Analog Devices board of directors in connection with its opinion and is not a comprehensive description of all analyses undertaken by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Analog Devices and Maxim. The estimates of the future performance of Analog Devices and Maxim in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, to Analog Devices of the exchange ratio provided for in the merger and were provided to the Analog Devices board of directors in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of Analog Devices or Maxim.

The type and amount of consideration payable in the merger was determined through negotiations between Analog Devices and Maxim, rather than by any financial advisor, and was approved by the Analog Devices

 

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board of directors. The decision to enter into the merger agreement was solely that of the Analog Devices board of directors. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the Analog Devices board of directors in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Analog Devices board of directors or management with respect to the merger or the exchange ratio provided for in the merger.

Analog Devices has agreed to pay BofA Securities for its services in connection with the merger an aggregate fee of $5.0 million, $1.5 million of which was payable upon delivery of its opinion and the remainder of which is contingent upon the completion of the merger. Analog Devices also has agreed to reimburse BofA Securities for its expenses incurred in connection with BofA Securities’ engagement and to indemnify BofA Securities, any controlling person of BofA Securities and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Analog Devices, Maxim and certain of their respective affiliates.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Analog Devices and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (a) having acted or acting as a book-running manager and/or underwriter for certain debt offerings of Analog Devices, (b) having acted or acting as an administrative agent, syndication agent, bookrunner and arranger for, and/or as a lender under, certain term loans, letters of credit, credit facilities and other credit arrangements of Analog Devices and/or certain of its affiliates, (c) having provided or providing certain derivatives, foreign exchange and other trading services to Analog Devices and/or certain of its affiliates and (d) having provided or providing certain treasury management products and services to Analog Devices and/or certain of its affiliates. From July 1, 2018 through June 30, 2020, BofA Securities and its affiliates derived aggregate revenues from Analog Devices and certain of its affiliates of approximately $10 million for investment and corporate banking services.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Maxim and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (a) having acted or acting as a document agent for, and/or as a lender under, certain letters of credit, credit and leasing facilities and other credit arrangements of Maxim and/or certain of its affiliates, (b) having provided or providing certain derivatives, foreign exchange and other trading services to Maxim and/or certain of its affiliates and (c) having provided or providing certain treasury management products and services to Maxim and/or certain of its affiliates. From July 1, 2018 through June 30, 2020, BofA Securities and its affiliates derived aggregate revenues from Maxim and certain of its affiliates of approximately $9 million for investment and corporate banking services.

Opinion of Maxim’s Financial Advisor

Pursuant to an engagement letter, Maxim retained J.P. Morgan as its financial advisor in connection with the proposed merger.

 

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At the meeting of the Maxim board of directors on July 12, 2020, J.P. Morgan rendered its oral opinion to the Maxim board of directors that, as of such date and based upon and subject to the assumptions, qualifications, limitations and other matters set forth in J.P. Morgan’s written opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Maxim common stock. J.P. Morgan subsequently confirmed its oral opinion by delivering its written opinion, dated July 12, 2020, to the Maxim board of directors, that, as of such date, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Maxim common stock.

The full text of the written opinion of J.P. Morgan, which sets forth the assumptions made, matters considered, and limits on the review undertaken, is attached as Annex D to this joint proxy statement/prospectus and is incorporated by reference herein. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Maxim stockholders are urged to read the opinion in its entirety.

J.P. Morgan’s written opinion was addressed to the Maxim board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the exchange ratio in the proposed merger and did not address any other aspect of the proposed merger. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the proposed merger to the holders of any other class of securities, creditors or other constituencies of Maxim or as to the underlying decision by Maxim to engage in the proposed merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion did not and does not constitute a recommendation to any Maxim stockholder as to how such stockholder should vote with respect to the proposed merger or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

 

   

reviewed a draft dated July 11, 2020 of the merger agreement;

 

   

reviewed certain publicly available business and financial information concerning Maxim and Analog Devices and the industries in which they operate;

 

   

compared the proposed financial terms of the proposed merger with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration paid for such companies;

 

   

compared the financial and operating performance of Maxim and Analog Devices with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of the Maxim common stock and Analog Devices common stock and certain publicly traded securities of such other companies;

 

   

reviewed certain internal financial analyses and forecasts prepared by or at the direction of the managements of Maxim and Analog Devices relating to their respective businesses, as well as the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the proposed merger, as described in the section entitled “—Certain Estimated Synergies” beginning on page 117, and which are referred to in this section as the “synergies”; and

 

   

performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

In addition, J.P. Morgan held discussions with certain members of the management of Maxim and Analog Devices with respect to certain aspects of the proposed merger, and the past and current business operations of Maxim and Analog Devices, the financial condition and future prospects and operations of Maxim and Analog Devices, the effects of the proposed merger on the financial condition and future prospects of Maxim and Analog Devices, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

 

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In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Maxim and Analog Devices or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with Maxim, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Maxim or Analog Devices under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan (or analyses or forecasts derived therefrom), including the synergies, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Maxim and Analog Devices to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts (including the synergies) or the assumptions on which they were based. J.P. Morgan also assumed that the proposed merger and the other transactions contemplated by the merger agreement will qualify as a tax-free reorganization for United States federal income tax purposes, and will be consummated as described in the merger agreement, and that the definitive merger agreement would not differ in any material respect from the draft thereof furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by Maxim and Analog Devices in the merger agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Maxim with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the proposed merger will be obtained without any adverse effect on Maxim or Analog Devices or on the contemplated benefits of the proposed merger.

The projections for Maxim and Analog Devices furnished to J.P. Morgan and used for purposes of its analyses were prepared by Maxim management or Analog Devices management, as discussed more fully in the section entitled “—Maxim Unaudited Financial Projections” beginning on page 114. Maxim management does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections, please refer to the section entitled “—Maxim Unaudited Financial Projections” beginning on page 114.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion was limited to the fairness, from a financial point of view, of the exchange ratio in the proposed merger to the holders of Maxim common stock, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to be paid in connection with the proposed merger to the holders of any other class of securities, creditors or other constituencies of Maxim or the underlying decision by Maxim to engage in the proposed merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the proposed merger, or any class of such persons relative to the exchange ratio applicable to the holders of Maxim common stock in the proposed merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which the shares of Maxim common stock or Analog Devices common stock will trade at any future time.

The terms of the merger agreement, including the exchange ratio, were determined through arm’s-length negotiations between Maxim and Analog Devices, and the decision to enter into the merger agreement was solely that of the Maxim board of directors and Analog Devices board of directors. J.P. Morgan’s opinion and financial

 

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analyses were only one of the many factors considered by the Maxim board of directors in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Maxim board of directors or Maxim management with respect to the proposed merger or the exchange ratio.

J.P. Morgan was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of Maxim or any other alternative transaction.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methods in rendering its opinion to the Maxim board of directors on July 12, 2020 and contained in the presentation delivered to the Maxim board of directors. The following is a summary of the material financial analyses undertaken by J.P. Morgan in connection with delivering its opinion and that were contained in such presentation and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and, in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Maxim Analysis

Public Trading Multiples Analysis

Using publicly available information, J.P. Morgan compared selected financial data of Maxim with similar data for selected publicly traded companies in the semiconductor industry engaged in businesses which J.P. Morgan judged to be analogous to the business of Maxim. These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis and in its judgment, were considered sufficiently similar to that of Maxim based on business sector participation, operational characteristics and financial metrics. However, none of the selected companies reviewed is identical to Maxim and certain of these companies may have financial and operating characteristics that are materially different from those of Maxim.

With respect to the selected companies, J.P. Morgan calculated the ratio of the closing share price on July 10, 2020 for each company to published equity research consensus estimates that J.P. Morgan obtained from FactSet Research Systems for earnings per share for the calendar year 2021 for the applicable company, which for purposes of this section entitled “—Opinion of Maxim’s Financial Advisor” is referred to as “CY2021E P/E.” The results of this analysis is indicated in the following table:

 

Selected Company    CY2021E
P/E

Analog Devices, Inc.

   24.2x

Maxim Integrated Products, Inc.

   27.0x

Texas Instruments Incorporated

   26.4x

Based on the results of the above analysis and on other factors J.P. Morgan considered appropriate, J.P. Morgan selected a CY2021E P/E reference range for Maxim of 24.0x to 27.0x. J.P. Morgan then applied that range to the estimated earnings per share for Maxim for calendar year 2021, provided by Maxim management, of $2.75. This analysis indicated a range of implied equity values per share for Maxim common stock, rounded to the nearest $0.25, of $66.00 to $74.25, which was compared to the closing price per share of Maxim common stock of $64.09 on July 10, 2020 and the implied value per share of the merger consideration of $78.44 based on the exchange ratio and the closing price per share of Analog Devices common stock on July 10, 2020.

Discounted Cash Flow Analysis

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the implied fully diluted equity value per share of Maxim common stock on a standalone basis. A discounted cash flow analysis is

 

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a method of evaluating an asset using estimates of the future unlevered free cash flows generated by an asset and taking into consideration the time value of money with respect to such future cash flows by calculating their present value. Unlevered free cash flow refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. As used in this section entitled “—Opinion of Maxim’s Financial Advisor,” present value refers to the current value of the future cash flows generated by an asset and is obtained by discounting those future cash flows back to the present using an appropriate discount rate. As used in this section entitled “—Opinion of Maxim’s Financial Advisor,” terminal value refers to the present value of all future cash flows generated by an asset for periods beyond the projections period.

J.P. Morgan calculated the unlevered free cash flows that Maxim is expected to generate during fiscal years 2021 through 2029 using certain unaudited prospective financial information provided by Maxim management as described in the section entitled “—Maxim Unaudited Financial Projections” beginning on page 114. Based on Maxim management’s estimates of a 3.0% terminal value growth rate in the industry in which Maxim operates, J.P. Morgan also calculated a range of terminal values for Maxim by applying terminal growth rates ranging from 2.5% to 3.5% to the unlevered free cash flows of Maxim at the end of fiscal year 2029. The unlevered free cash flows and the range of terminal values were then discounted to present value as of June 30, 2020 using the mid-year discounting convention and a discount rate range of 8.25% to 10.25%, which was chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of Maxim. The present value of the unlevered free cash flows and the range of terminal values were then adjusted for the net cash balance of Maxim as of June 30, 2020 (as provided by Maxim management) and divided by Maxim’s fully diluted shares outstanding (calculated using the treasury stock method).

Based on the foregoing, this analysis indicated a range of implied equity values per share for Maxim common stock, rounded to the nearest $0.25, of $60.25 to $93.25, which was compared to the closing price per share of Maxim common stock of $64.09 on July 10, 2020 and the implied value per share of the merger consideration of $78.44 based on the exchange ratio and the closing price per share of Analog Devices common stock on July 10, 2020.

Transaction Multiples Analysis

Using publicly available information, J.P. Morgan examined selected transactions, set forth in the table below, involving semiconductor companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous to the business of Maxim or aspects thereof. None of the companies involved in the selected transactions is identical to Maxim and none of the selected transactions is identical to the proposed merger. However, these transactions were selected, among other reasons, since the businesses involved in these transactions, for purposes of J.P. Morgan’s analysis, share similar business characteristics to Maxim based on business sector participation, operational characteristics and financial metrics. These analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions compared to the proposed merger.

 

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Using publicly available information, for each of the selected transactions, J.P. Morgan calculated the ratio of the firm value implied for the target company in such transaction to the public equity research estimates for the target company’s EBITDA (calculated as earnings before interest, tax, depreciation and amortization and adjusted to include stock-based compensation expense) for the 12-month period following the announcement of the applicable transaction (which is referred to in this section as “FV/NTM EBITDA”):

 

Announcement Date  

Target

 

Acquiror

 

FV/NTM
EBITDA

June 2019

  Cypress Semiconductor Corporation   Infineon Technologies AG   22.0x

March 2019

  Mellanox Technologies, Ltd.   NVIDIA Corporation   22.2x

September 2018

  Integrated Device Technology, Inc.   Renesas Electronics Corporation   22.9x

March 2018

  Microsemi Corporation   Microchip Technology Incorporated   16.8x

November 2017

  Cavium, Inc.   Marvell Technology Group Ltd.   26.5x

November 2016

  Brocade Communications Systems, Inc.   Broadcom Limited   11.8x

October 2016

  NXP Semiconductors N.V.   QUALCOMM Incorporated   15.4x

September 2016

  Intersil Corporation   Renesas Electronics Corporation   24.9x

July 2016

  Linear Technology Corporation   Analog Devices, Inc.   17.8x

June 2016

  QLogic Corporation   Cavium, Inc.   9.6x

January 2016

  Atmel Corporation   Microchip Technology Incorporated   21.8x

November 2015

  PMC-Sierra, Inc.   Microsemi Corporation   18.8x

November 2015

  Fairchild Semiconductor International, Inc.   ON Semiconductor Corporation   11.0x

October 2015

  SanDisk Corporation   Western Digital Corporation   12.5x

June 2015

  Altera Corporation   Intel Corporation   26.8x

May 2015

  Broadcom Corporation   Avago Technologies Limited   13.9x

March 2015

  Freescale Semiconductor Ltd.   NXP Semiconductors N.V.   14.2x

December 2014

  Spansion Inc.   Cypress Semiconductor Corporation   12.6x

October 2014

  CSR plc   QUALCOMM Incorporated   20.5x

August 2014

  International Rectifier Corporation   Infineon Technologies AG   10.6x

June 2014

  Hittite Microwave Corporation   Analog Devices, Inc.   15.4x

February 2014

  TriQuint Semiconductor, Inc.   RF Micro Devices, Inc.   10.7x

Based on the results of this analysis and other factors that J.P. Morgan considered appropriate, J.P. Morgan selected a FV/NTM EBITDA reference range for Maxim of 17.0x to 26.5x. J.P. Morgan then applied that range to Maxim’s estimated fiscal year 2021 EBITDA included in the unaudited prospective financial information provided by Maxim management and described in the section entitled “—Maxim Unaudited Financial Projections” beginning on page 114, adjusted for the net cash balance of Maxim as of June 30, 2020, and derived implied per share equity value ranges for Maxim common stock. This analysis indicated a range of implied equity values per share for Maxim common stock, rounded to the nearest $0.25, of $56.75 to $87.00, which was compared to the closing price per share of Maxim common stock of $64.09 on July 10, 2020 and the implied value per share of the merger consideration of $78.44 based on the exchange ratio and the closing price per share of Analog Devices common stock on July 10, 2020.

Analog Devices Analysis

Public Trading Multiples Analysis

Using publicly available information, J.P. Morgan compared selected financial data of Analog Devices with similar data for selected publicly traded companies in the semiconductor industry engaged in businesses which J.P. Morgan judged to be analogous to the business of Analog Devices. These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis and in its judgment, were considered sufficiently similar to that of Analog Devices based on business sector participation, operational characteristics and financial metrics. However, none of the selected

 

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companies reviewed is identical to Analog Devices and certain of these companies may have financial and operating characteristics that are materially different from those of Analog Devices.

With respect to the selected companies, J.P. Morgan calculated the CY2021E P/E for each company based on publicly available information. The results of this analysis is indicated in the following table:

 

Selected Company    CY2021E
P/E

Analog Devices, Inc.

   24.2x

Maxim Integrated Products, Inc.

   27.0x

Texas Instruments Incorporated

   26.4x

Based on the results of the above analysis and on other factors J.P. Morgan considered appropriate, J.P. Morgan selected a CY2021E P/E reference range for Analog Devices of 24.0x to 27.0x. J.P. Morgan then applied that range to the estimated earnings per share for Analog, as provided by Maxim management, for calendar year 2021 of $4.86. This analysis indicated a range of implied equity values per share for Analog Devices common stock, rounded to the nearest $0.25, of $116.75 to $131.25, which was compared to the closing price per share of Analog Devices common stock on July 10, 2020 of $124.50.

Discounted Cash Flow Analysis

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the implied fully diluted equity value per share of Analog Devices common stock on a standalone basis.

J.P. Morgan calculated the unlevered free cash flows that Analog Devices is expected to generate during fiscal years 2020 through 2029 using certain unaudited prospective financial information for Analog Devices provided by Maxim management as described in the section entitled “Maxim Unaudited Financial Projections” beginning on page 114. Based on Maxim management’s estimates of a 3.0% terminal value growth rate in the industry in which Analog Devices operates, J.P. Morgan also calculated a range of terminal values for Analog Devices by applying terminal growth rates ranging from 2.5% to 3.5% to the unlevered free cash flows of Analog Devices at the end of fiscal year 2029. The unlevered free cash flows and the range of terminal values were then discounted to present value as of June 30, 2020 using the mid-year discounting convention and a discount rate range of 8.25% to 10.25%, which was chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of Analog Devices. The present value of the unlevered free cash flows and the range of terminal values were then adjusted for the net debt balance of Analog Devices as of May 2, 2020 (based on publicly available information) and divided by Analog Devices’ fully diluted shares outstanding (calculated using the treasury stock method).

Based on the foregoing, this analysis indicated a range of implied equity values per share for Analog Devices common stock, rounded to the nearest $0.25, of $89.50 to $148.00, which was compared to the closing price per share of Analog Devices common stock on July 10, 2020 of $124.50.

Relative Valuation Exchange Ratio Analysis

Public Trading Multiples Analysis

J.P. Morgan compared the results of its public trading multiples analysis for Maxim to the results for Analog Devices with respect to the CY2021E P/E multiples described above in “—Maxim Analysis—Public Trading Multiples Analysis” and “—Analog Devices Analysis—Public Trading Multiples Analysis” to determine a range of implied exchange ratios. Specifically, J.P. Morgan compared (i) the highest implied equity value per share for Maxim to the lowest implied equity value per share for Analog Devices, and (ii) the lowest implied equity value per share for Maxim to the highest implied equity value per share for Analog Devices, to derive a range of exchange ratios implied by the public trading multiples analysis. This analysis resulted in a range of implied exchange ratios of 0.5029x to 0.6360x, which was compared to an implied exchange ratio of 0.5148x as of July 10, 2020 and the exchange ratio in the proposed merger of 0.6300x.

 

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Discounted Cash Flow Analysis

J.P. Morgan compared the results with respect to its discounted cash flow analyses for Maxim, as described above under “Maxim Analysis—Discounted Cash Flow Analysis,” to the results for Analog Devices, as described above under “—Analog Devices Analysis—Discounted Cash Flow Analysis,” and using a discount rate range of 8.25% to 10.25% and terminal growth rates ranging from 2.5% to 3.5%, to determine a range of implied exchange ratios. Specifically, J.P. Morgan compared (i) the highest implied equity value per share for Maxim to the lowest implied equity value per share for Analog Devices, and (ii) the lowest implied equity value per share for Maxim to the highest implied equity value per share for Analog Devices, to derive a range of exchange ratios implied by the discounted cash flow analyses. This analysis resulted in a range of implied exchange ratios of 0.4071x to 1.0419x.

J.P. Morgan also performed this comparison by adding the present value of Maxim management’s estimates of the expected synergies, calculated on an after-tax basis and less the costs to achieve such synergies, using a discount rate range of 8.25% to 10.25% and terminal growth rates ranging from 2.5% to 3.5%, to the fully diluted equity value for Analog Devices implied by J.P. Morgan’s discounted cash flow analysis, which resulted in a range of implied exchange ratios of 0.3760x to 0.9638x. Both of these ranges were then compared to an implied exchange ratio of 0.5148x as of July 10, 2020 and the exchange ratio in the proposed merger of 0.6300x.

Value Creation Analysis—Intrinsic (DCF) Based Approach

J.P. Morgan conducted an illustrative value creation analysis that compared the implied equity value of Maxim common stock derived from a discounted cash flow valuation of Maxim on a standalone basis to the value of Maxim stockholders’ pro forma ownership of the implied equity value of the combined company. The pro forma implied equity value of the combined company was calculated as the sum of: (i) the standalone implied equity value of Maxim using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis described above in “—Maxim Analysis—Discounted Cash Flow Analysis,” plus (ii) the standalone implied equity value of Analog Devices using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis described above in “—Analog Devices Analysis—Discounted Cash Flow Analysis,” plus (iii) the present value of Maxim management’s estimate of the synergies, calculated on an after-tax basis and less the costs to achieve such synergies and transaction expenses and using a discount rate of 9.25% and a terminal value growth rate of 3.0%. J.P. Morgan then determined the implied pro forma equity value of the combined company attributable to Maxim stockholders based on the equity ownership percentage of the combined company to be owned by the Maxim stockholders of approximately 31% (on a fully diluted basis) implied by the exchange ratio provided for in the merger agreement. This analysis indicated that the exchange ratio yielded value accretion to holders of Maxim common stock of $0.5 billion. There can be no assurance, however, that the estimated synergies or estimated costs to achieve such synergies will not be substantially greater or less than Maxim management’s estimates.

Other Information

52-Week Historical Trading Range

For reference purposes only and not as a component of its fairness analyses, J.P. Morgan reviewed the trading price range for Maxim common stock and Analog Devices common stock for the 52-week period ending July 10, 2020. J.P. Morgan noted that the low and high closing share prices during this period for Maxim common stock were $42.50 and $65.34 per share, and that the low and high closing share prices during this period for Analog Devices common stock were $82.23 and $124.64 per share. J.P. Morgan then compared the highest and lowest prices per share of Maxim common stock with the lowest and highest prices per share of Analog Devices common stock to derive a range of implied exchange ratios of 0.3410x to 0.7946x.

Discounted Equity Research Analyst Price Targets

For reference purposes only and not as a component of its fairness analyses, J.P. Morgan reviewed certain publicly available equity research analyst share price targets for Maxim common stock and Analog Devices

 

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common stock. J.P. Morgan noted that the range of price targets for Maxim, rounded to the nearest $0.25, was $43.75 to $67.25 per share, and that the range of price targets for Analog Devices, rounded to the nearest $0.25, was $91.00 to $131.75 per share, in each case discounted by 1 year at cost of equity of 10.0%. J.P. Morgan then compared the highest and lowest share price targets for Maxim common stock with the lowest and highest share price targets for Analog Devices common stock to derive a range of implied exchange ratios of 0.3321x to 0.7390x.

Miscellaneous

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of Maxim or Analog Devices. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise Maxim with respect to the proposed merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Maxim, Analog Devices and the industries in which they operate.

For services rendered in connection with the proposed merger and the delivery of its opinion, Maxim has agreed to pay J.P. Morgan a fee of 0.5% of the total consideration payable to Maxim stockholders in the merger, which fee would be approximately $107 million based on the closing price of the Analog Devices common stock on July 10, 2020 (the last trading day prior to the announcement of the merger), $4 million of which became payable to J.P. Morgan upon delivery of its opinion, and the remainder of which will be payable only upon the closing of the proposed merger. In addition, Maxim has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

During the two years preceding the date of its written opinion, J.P. Morgan and its affiliates have had and continue to have commercial or investment banking relationships with Analog Devices, for which J.P. Morgan and its affiliates have received or will receive customary compensation. Such services during such period have included acting as joint lead arranger and joint bookrunner on Analog Devices’ term and revolving credit facilities, which closed in June 2019 and as joint bookrunner on the Analog Devices’ offering of debt securities which closed in April 2020. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under Analog Devices’ outstanding credit facilities, for which such affiliate receives customary compensation or other financial benefits. During the two year period preceding delivery of its opinion ending on July 12, 2020, the

 

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aggregate fees recognized by J.P. Morgan from Analog Devices were approximately $2.4 million. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of Maxim and Analog Devices. In the ordinary course of J.P. Morgan’s businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Maxim or Analog Devices for J.P. Morgan’s own account or for the accounts of customers and, accordingly, J.P. Morgan may at any time hold long or short positions in such securities or other financial instruments.

Analog Devices Unaudited Financial Projections

In connection with the merger, Analog Devices management prepared certain unaudited prospective financial information concerning Analog Devices for its fiscal years ending October 2020 through October 2023, which Analog Devices management then annualized to calendar years 2020 through 2022, and then extrapolated for calendar years 2023 through 2029. These annualized projections and extrapolations are referred to together as the “Analog Devices projections.” Also in connection with the merger, Analog Devices received certain unaudited prospective financial information concerning Maxim for fiscal years ending June 2020 through June 2023, which Analog Devices management annualized to calendar years 2020 through 2022 and then adjusted to reflect a more conservative view of Maxim’s potential performance primarily by lowering expected revenue growth rates and gross margins while maintaining Maxim’s projected EBITDA margins. Analog Devices management then extrapolated these adjusted, annualized projections for calendar years 2023 through 2029. These annualized, adjusted projections and extrapolations are referred to as the “Analog Devices-adjusted Maxim projections.” The Analog Devices projections were prepared for internal use only and, along with the Analog Devices-adjusted Maxim projections, were provided to the Analog Devices board of directors for the purposes of considering, analyzing and evaluating the merger. The Analog Devices projections and the Analog Devices-adjusted Maxim projections were also provided to Analog Devices’ financial advisors, Morgan Stanley and BofA Securities, in connection with rendering their respective fairness opinions to the Analog Devices board of directors and in performing the related analyses. The Analog Devices projections for fiscal years ending October 2020 through October 2023 (but not the annualized projections for calendar years 2020 through 2022 or the extrapolations for calendar years 2023 through 2029) were also provided to Maxim management in connection with its consideration and evaluation of a merger with Analog Devices and to Maxim’s financial advisor, J.P. Morgan. The Analog Devices projections and, to the knowledge of Analog Devices, the Analog Devices-adjusted Maxim projections, were prepared treating each of Analog Devices and Maxim on a stand-alone basis, without giving effect to the merger, including the impact of negotiating or executing the merger, the expenses that may be incurred in connection with consummating the merger, the potential synergies that may be achieved by the combined company as a result of the merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the merger agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. In connection with the merger, Analog Devices’ management also independently and collaboratively prepared with Maxim’s management certain estimates of annual cost synergies expected to be realized following the closing, which are referred to as the “estimated synergies” and are summarized in the section entitled “—Certain Estimated Synergies” beginning on page 117. These estimated synergies are not reflected in the financial projections prepared by Analog Devices or the financial projections prepared by Maxim.

Other than quarterly financial guidance provided to investors, which may be updated from time to time, Analog Devices does not as a matter of course make public long-term forecasts or projections as to future performance, revenues, earnings or other results, due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty of the underlying assumptions and estimates. However, the financial projections by Analog Devices are being included in this joint proxy statement/prospectus to give shareholders access to certain non-public information provided to the Analog Devices board of directors and Analog Devices’ financial advisors and to Maxim and its stockholders for

 

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purposes of considering and evaluating the merger. The inclusion of the financial projections by Analog Devices should not be regarded as an indication that the Analog Devices board of directors, Analog Devices, the Maxim board of directors, Maxim, Morgan Stanley, BofA Securities or J.P. Morgan or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and they should not be relied on as such.

The accompanying financial projections by Analog Devices and the estimated synergies were not prepared with a view toward public disclosure or with a view toward compliance with the published guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or GAAP, but, in the view of Analog Devices’ management, were, or, in the case of the Analog Devices-adjusted Maxim projections, assumed to have been, prepared on a reasonable basis, reflected the best available estimates and judgments at the time of preparation, and presented as of the time of preparation, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Analog Devices or Maxim, as applicable. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this joint proxy statement/prospectus are cautioned not to place undue reliance on the financial projections by Analog Devices or the estimated synergies. Although Analog Devices’ management believes there is, or, in the case of the Analog Devices-adjusted Maxim projections, assumed there was, a reasonable basis for the financial projections by Analog Devices and the estimated synergies, Analog Devices cautions shareholders that future results could be materially different from the financial projections by Analog Devices and the estimated synergies. This summary of the financial projections by Analog Devices and the estimated synergies is not being included in this joint proxy statement/prospectus to influence your decision on whether to vote for the share issuance or for adoption of the merger agreement but rather because the financial projections by Analog Devices and the estimated synergies were shared between Analog Devices and Maxim and provided to Analog Devices’ and Maxim’s respective boards of directors and financial advisors for purposes of considering and evaluating the merger and the merger agreement. Analog Devices’ independent registered public accounting firm has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the financial projections by Analog Devices and, accordingly, does not express an opinion or any other form of assurance with respect thereto.

The financial projections by Analog Devices and the estimated synergies are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. While presented with numerical specificity, the financial projections by Analog Devices and the estimated synergies are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by Analog Devices’ management, or, in the case of the Analog Devices-adjusted Maxim projections, assumed to be reasonable, as of the date of their preparation. These estimates and assumptions may prove to be inaccurate for any number of reasons, including general economic conditions, semiconductor industry capital spending and unit production trends, competition, and the risks discussed in this joint proxy statement/prospectus under the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” beginning on pages 33 and 35, respectively. See also “Where You Can Find More Information” beginning on page 195. The financial projections by Analog Devices and the estimated synergies also reflect assumptions as to certain business decisions that are subject to change. Because the financial projections by Analog Devices were developed for Analog Devices on a stand-alone basis without giving effect to the merger, they do not reflect any divestitures or other restrictions that may be imposed in connection with the receipt of any necessary governmental or regulatory approvals, any synergies that may be realized as a result of the merger or any changes to Analog Devices’ operations or strategy that may be implemented after completion of the merger. There can be no assurance that the financial projections by Analog Devices or the estimated synergies will be realized, and actual results may differ materially from those shown. Generally, the further out the period to which financial projections by Analog Devices and the estimated synergies relate, the less predictable and more unreliable the information becomes.

The financial projections by Analog Devices contain certain non-GAAP financial measures that Analog Devices believes are helpful in understanding its past financial performance and future results. Analog Devices

 

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management regularly uses a variety of financial measures that are not in accordance with GAAP. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures. While Analog Devices believes that these non-GAAP financial measures provide meaningful information to help investors understand the operating results and to analyze Analog Devices’ financial and business trends on a period-to-period basis, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of Analog Devices’ competitors (including Maxim) and may not be directly comparable to similarly titled measures of Analog Devices’ competitors due to potential differences in the exact method of calculation.

Neither Analog Devices nor Maxim has provided reconciliations of the non-GAAP financial measures included in these projections to the comparable GAAP measure due to no reasonably accessible or reliable comparable GAAP measures for these measures and the inherent difficulty in forecasting and quantifying the measures that are necessary for such reconciliation.

None of Analog Devices, Maxim, the combined company or their respective affiliates, advisors, officers, directors or other representatives can provide any assurance that actual results will not differ from the financial projections by Analog Devices or the estimated synergies, and none of them undertakes any obligation to update, or otherwise revise or reconcile, the financial projections by Analog Devices or the estimated synergies to reflect circumstances existing after the date the financial projections by Analog Devices or the estimated synergies were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying financial projections by Analog Devices or the estimated synergies, as applicable, are shown to be in error. Except as required by applicable securities laws, Analog Devices does not intend to make publicly available any update or other revision to the financial projections by Analog Devices or the estimated synergies, even in the event that any or all assumptions are shown to be in error. Analog Devices has made publicly available its actual results of operations for the fiscal year ended November 2, 2019 on Analog Devices’ Annual Report on Form 10-K filed with the SEC on November 26, 2019. None of Analog Devices or its affiliates, advisors, officers, directors or other representatives has made or makes any representation to any Analog Devices shareholder or other person regarding Analog Devices’ ultimate performance compared to the information contained in the financial projections by Analog Devices, the estimated synergies or that forecasted results will be achieved. Analog Devices has made no representation to Maxim, in the merger agreement or otherwise, concerning the financial projections by Analog Devices or the estimated synergies.

Summary of the Analog Devices Financial Projections

The following table presents certain unaudited prospective financial information of Analog Devices prepared by Analog Devices management for calendar years 2020 through 2022, and extrapolated by Analog Devices management for calendar years 2023 through 2029.

 

    Calendar Year  
($ in millions)   2020E     2021E     2022E     2023E     2024E     2025E     2026E     2027E     2028E     2029E  

Revenue

  $ 5,413     $ 5,725     $ 6,200     $ 6,572     $ 6,966     $ 7,349     $ 7,717     $ 8,064     $ 8,387     $ 8,680  

Adjusted EBITDA(1)

  $ 2,286     $ 2,462     $ 2,777     $ 2,963     $ 3,160     $ 3,351     $ 3,535     $ 3,709     $ 3,870     $ 4,017  

Unlevered free cash flow(2)

  $ 1,782     $ 1,809     $ 2,110     $ 2,277     $ 2,382     $ 2,503     $ 2,617     $ 2,948     $ 3,083     $ 3,207  

 

(1)

Adjusted EBITDA, a non-GAAP term, refers to earnings before interest, tax, depreciation and amortization (including stock-based compensation expense) excluding acquisition related expenses, restructuring related expenses and other non-operating expenses.