Analog Devices宣布收購Maxim Integrated，加強其模擬半導體市場領導地位

以產(chǎn)生82億美元營收1的產(chǎn)品組合創(chuàng)造持續(xù)增長趨勢，擴展業(yè)務規(guī)模和多樣性

增加專業(yè)領域知識，擴展工程技術能力，以開發(fā)出更完整的解決方案，解決客戶復雜的問題與挑戰(zhàn)

預計將在交易結束時增加自由現(xiàn)金流，在交易結束后18個月內提升調整后每股收益(EPS)，并在第二年年底實現(xiàn)2.75億美元的成本協(xié)同效益

Forward Looking Statements

This communication relates to a proposed business combination transaction between Analog Devices, Inc. (“ADI”) and Maxim Integrated Products, Inc. (“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,” “will,” “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 scope or 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 expected tax rate 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 associated with ADI’s and Maxim’s ability to obtain the approvals of their respective shareholders required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including 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. These risks, as well as other risks related to the proposed transaction, will be included in the registration statement on Form S-4 and joint proxy statement/prospectus that will be filed with the Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. 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 SEC, 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 and are made only as of the date hereof. 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.

Analog Devices, Inc. (Nasdaq：ADI)和Maxim Integrated Products, Inc. (Nasdaq：MXIM)7月13日宣布雙方已達成最終協(xié)議，ADI公司以全股交易方式收購Maxim，合并后公司總市值超過680億美元2。兩家公司董事會已一致批準本次交易。通過拓展在多個極具吸引力的終端市場的業(yè)務廣度和規(guī)模，本次交易將加強ADI的模擬半導體領導地位。

根據(jù)協(xié)議條款，交易結束后，持有Maxim普通股的股東，每股可兌換0.630股ADI公司普通股。交易結束后，ADI的當前股東將持有合并后公司大約69%的股份，而Maxim股東將持有大約31%的股份。本次交易旨在獲得美國聯(lián)邦所得稅法免稅重組資格。

ADI總裁兼首席執(zhí)行官Vincent Roche表示：“我們今天與Maxim共同發(fā)表振奮人心的聲明，詮釋了ADI搭建連接現(xiàn)實與數(shù)字世界橋梁這一愿景的下一步舉措。ADI和Maxim都致力于解決客戶復雜的問題，合并后，我們將進一步拓展技術和人才的廣度和深度，從而能夠開發(fā)出更完整的領先解決方案。Maxim是一家享有盛譽的信號處理和電源管理公司，擁有成熟的技術組合和令人印象深刻的設計創(chuàng)新歷史。我們強強聯(lián)合，共同努力以實現(xiàn)半導體行業(yè)的下一波增長，同時為人創(chuàng)造一個更健康、更安全、更加可持續(xù)的未來?！?/p>

Maxim Integrated總裁兼首席執(zhí)行官Tun? Doluca表示：“在過去三十多年里，我們一直堅守信念：不斷創(chuàng)新并開發(fā)高性能半導體產(chǎn)品，助力客戶進行發(fā)明創(chuàng)造。未來，我非常高興能夠與ADI公司一起持續(xù)突破技術邊界，超越一切可能。我們兩家公司都擁有豐富的工程技術專業(yè)知識和濃厚的創(chuàng)新文化。我們將攜手打造一個更強大的行業(yè)領導者，為我們的客戶、員工和股東創(chuàng)造卓越價值?！?/p>