UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On October 8, 2020, Analog Devices, Inc. (“ADI”) held a special meeting of shareholders (the “Special Meeting”). At the Special Meeting, ADI shareholders voted on the proposals identified below. Each of the proposals is described in detail in the definitive joint proxy statement/prospectus, dated September 4, 2020 (the “Definitive Joint Proxy Statement/Prospectus”), which ADI filed with the U.S. Securities and Exchange Commission and mailed to ADI shareholders in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of July 12, 2020 (the “Merger Agreement”), by and among ADI, Magneto Corp., a wholly owned subsidiary of ADI, and Maxim Integrated Products, Inc. (“Maxim”).
As of the close of business on August 31, 2020, the record date for the Special Meeting, 369,559,767 shares of ADI common stock were issued and outstanding and entitled to vote at the Special Meeting. Proposal 1 below was approved and, although sufficient votes were received to approve Proposal 2, an adjournment of the Special Meeting was not necessary due to the approval of Proposal 1. The number of votes cast for or against, as well as abstentions, if applicable, with respect to each proposal is set out below:
Proposal 1: To approve the issuance of shares of ADI common stock to Maxim stockholders pursuant to the Merger Agreement
(the “ADI Share Issuance Proposal”). The ADI Share Issuance Proposal was approved by the following vote:
| Votes For |
Votes Against |
Abstentions | ||
| 313,499,924 | 1,084,316 | 713,125 |
Proposal 2: To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the ADI Share Issuance Proposal or to ensure that any supplement or amendment to the Definitive Joint Proxy Statement/Prospectus is timely provided to ADI’s shareholders (the “ADI Adjournment Proposal”). The ADI Adjournment Proposal was approved by the following vote:
| Votes For |
Votes Against |
Abstentions | ||
| 284,572,681 | 29,926,040 | 798,644 |
| Item 8.01 | Other Events |
On October 8, 2020, ADI and Maxim issued a joint press release announcing the results of the Special Meeting and of the special meeting of Maxim stockholders held on October 8, 2020. A copy of the joint press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description of Document | |
| 99.1 | Joint Press Release, dated October 8, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 8, 2020 | ANALOG DEVICES, INC. | |||||
| By: | /s/ Margaret K. Seif | |||||
| Name: | Margaret K. Seif | |||||
| Title: | Chief People Officer and Chief Legal Officer | |||||
Exhibit 99.1
Analog Devices and Maxim Integrated Shareholders Approve Combination
NORWOOD, Massachusetts & SAN JOSE, California — October 8, 2020 — Analog Devices, Inc. (Nasdaq: ADI) and Maxim Integrated Products, Inc. (Nasdaq: MXIM) announced that, at their respective special meetings of shareholders held today, ADI and Maxim shareholders voted to approve their respective proposals relating to the pending combination of ADI and Maxim. The combination will strengthen ADI as an analog semiconductor leader with increased breadth and scale across multiple attractive end markets.
“We are pleased with the overwhelming support from our shareholders for this exciting combination. Together with Maxim, we will enhance our domain expertise and breadth of engineering capabilities to develop more complete solutions to solve customers’ most complex problems,” said Vincent Roche, President and CEO of Analog Devices. “We look forward to joining forces with Maxim to drive the next wave of semiconductor growth and deliver significant value to all our stakeholders.”
“We appreciate the strong support of our shareholders for Maxim’s combination with ADI. Together, we will enable the industry’s highest performance analog and mixed-signal solutions through our complementary product portfolios,” said Tunc Doluca, President and CEO of Maxim.
As previously announced, the waiting period applicable to the consummation of the transaction under the Hart-Scott-Rodino Antitrust Improvements Act has expired. The completion of the transaction remains subject to the satisfaction of other customary closing conditions, including receipt of certain non-U.S. regulatory approvals. The companies continue to expect that the transaction will be completed in the summer of 2021.
About Analog Devices
Analog Devices is a leading global high-performance analog technology company dedicated to solving the toughest engineering challenges. We enable our customers to interpret the world around us by intelligently bridging the physical and digital with unmatched technologies that sense, measure, power, connect and interpret. Visit http://www.analog.com.
About Maxim Integrated
Maxim Integrated develops innovative analog and mixed-signal products and technologies to make systems smaller and smarter, with enhanced security and increased energy efficiency. We are empowering design innovation for our automotive, industrial, healthcare, mobile consumer, and cloud data center customers to deliver industry-leading solutions that help change the world. Learn more at http://www.maximintegrated.com.
Forward Looking Statements
This filing relates to the pending business combination transaction between ADI and Maxim. This communication contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements address a variety of subjects, including, for example, projections as to the anticipated benefits of the proposed transaction, the anticipated impact of the proposed transaction on the combined organization’s business and future financial and operating results, the expected amount and timing of synergies from the proposed transaction,
and the anticipated closing date for the proposed transaction. Statements that are not historical facts, including statements about ADI’s and Maxim’s beliefs, plans and expectations, are forward-looking statements. Such statements are based on ADI’s and Maxim’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “would,” “target” and similar expressions, as well as variations or negatives of these words. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: the uncertainty as to the extent of the duration, scope and impacts of the COVID-19 pandemic; political and economic uncertainty, including any faltering in global economic conditions or the stability of credit and financial markets; erosion of consumer confidence and declines in customer spending; unavailability of raw materials, services, supplies or manufacturing capacity; changes in geographic, product or customer mix; changes in export classifications, import and export regulations or duties and tariffs; changes in ADI’s or Maxim’s estimates of their respective expected tax rates based on current tax law; ADI’s ability to successfully integrate Maxim’s businesses and technologies; the risk that the expected benefits and synergies of the proposed transaction and growth prospects of the combined company may not be fully achieved in a timely manner, or at all; adverse results in litigation matters, including the potential for litigation related to the proposed transaction; the risk that ADI or Maxim will be unable to retain and hire key personnel; the risk that the conditions to the transaction are not satisfied on a timely basis or at all or the failure of the transaction to close for any other reason or to close on the anticipated terms, including the anticipated tax treatment; the risk that any regulatory approval, consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; unanticipated difficulties or expenditures relating to the transaction, the response of business partners and retention as a result of the announcement and pendency of the transaction; uncertainty as to the long-term value of ADI’s common stock; and the diversion of management time on transaction-related matters. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to ADI’s and Maxim’s respective periodic reports and other filings with the Securities and Exchange Commission, including the risk factors contained in ADI’s and Maxim’s most recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. Forward-looking statements represent management’s current expectations and are inherently uncertain. Except as required by law, neither ADI nor Maxim undertakes or assumes any obligation to update any forward-looking statements, whether as a result of new information or to reflect subsequent events or circumstances or otherwise.
(ADI-WEB)
Editors’ Contact Information
Michael Lucarelli
781-461-3282
Senior Director of Investor Relations, ADI
investor.relations@analog.com
Andrea Duffy
646-984-0240
Andrea.Duffy@teneo.com
Kathy Ta
Vice President, Investor Relations, Maxim
kathy.ta@maximintegrated.com