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Analog Devices Announces Commencement of Tender Offer for All Outstanding Shares of Hittite Microwave Corporation Common Stock
|By Business Wire
|June 23, 2014 08:08 AM EDT
Analog Devices, Inc. (NASDAQ: ADI), a global leader in high-performance
semiconductors for signal processing applications, today announced that
it has commenced a tender offer to purchase all outstanding shares of
common stock of Hittite Microwave Corporation (NASDAQ: HITT) for $78.00
per share in cash. The tender offer is being made pursuant to the Merger
Agreement entered into and announced by ADI and Hittite on June 9, 2014.
Unless extended, the tender offer will expire at 12:00 midnight at the
end of July 21, 2014 (one minute after 11:59 p.m., New York City time,
on July 21, 2014). The completion of the tender offer is subject to the
tender of at least a majority of Hittite’s outstanding shares of common
stock (on a fully diluted basis) and other customary closing conditions,
including receipt of regulatory clearances.
As promptly as practicable following the completion of the tender offer,
ADI will acquire all remaining Hittite shares through a merger of BBAC
Corp., a Delaware corporation and a direct wholly owned subsidiary of
ADI, with and into Hittite.
ADI will file today with the U.S. Securities and Exchange Commission
(the “SEC”) a tender offer statement on Schedule TO which sets forth in
detail the terms of the tender offer. Additionally, Hittite will file
with the SEC a Tender Offer Solicitation/Recommendation Statement on
Schedule 14D-9 that includes the unanimous recommendation of Hittite’s
board of directors that Hittite stockholders accept the tender offer and
tender their shares of Hittite common stock.
The Information Agent for the tender offer is MacKenzie Partners, Inc.
and the Dealer Manager for the tender offer is Credit Suisse Securities
(USA) LLC. Hittite stockholders who have questions regarding the tender
offer should contact the Information Agent by calling collect at (212)
929-5500 or toll-free at (800) 322-2885 or the Dealer Manager toll-free
at (800) 318-8219. Hittite stockholders who need additional copies of
the Offer to Purchase, Letter of Transmittal or related materials should
contact the Information Agent at the telephone number provided above.
American Stock Transfer & Trust Company, LLC is acting as depositary for
the tender offer, and WilmerHale is acting as legal counsel to ADI.
Important Additional Information Will Be Filed with the Securities
and Exchange Commission
This press release is neither an offer to purchase nor a solicitation of
an offer to sell shares of Hittite. ADI will file with the SEC and mail
to Hittite’s stockholders a Tender Offer Statement and Hittite will file
with the SEC and mail to its stockholders a Tender Offer
Solicitation/Recommendation Statement in connection with the
transaction. These documents will contain important information about
ADI, Hittite, the transaction and other related matters. Investors and
security holders are urged to read each of these documents carefully
when they are available, including any amendments thereto. Investors and
security holders will be able to obtain free copies of the Tender Offer
Statement, the Tender Offer Solicitation/Recommendation Statement and
other documents filed with the SEC by ADI and Hittite through the
website maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free
copies of these documents by directing a request to the
Information Agent by calling collect at (212) 929-5500 or toll-free at
This press release contains forward-looking statements, which address
a variety of subjects including, for example, ADI’s tender offer for all
outstanding shares of Hittite common stock, the expiration date
of the tender offer and the expected completion of the transaction
between ADI and Hittite. Statements that are not historical facts,
including statements about our beliefs and expectations, are
forward-looking statements. Such statements are based on our current
expectations and are subject to a number of factors and uncertainties,
which could cause actual results to differ materially from those
described in the forward-looking statements. The following important
factors and uncertainties, among others, could cause actual results to
differ materially from those described in these forward-looking
statements: the closing of the transaction is subject to the tender of
shares by Hittite stockholders representing at least a majority of the
outstanding fully diluted shares; the receipt of regulatory approvals,
and other closing conditions, the non-satisfaction of which may delay or
prevent the closing of the transaction and higher than expected or
unexpected costs associated with or relating to the transaction. For
additional information about factors that could cause actual results to
differ materially from those described in the forward-looking
statements, please refer to ADI’s filings with the SEC, including the
risk factors contained in ADI’s most recent Quarterly Report on Form
10-Q. Forward-looking statements represent management’s current
expectations and are inherently uncertain. Except as required by law, we
do not undertake any obligation to update forward-looking statements
made by us to reflect subsequent events or circumstances.
About Analog Devices
Innovation, performance, and excellence are the cultural pillars on
which ADI has built one of the longest standing, highest growth
companies within the technology sector. Acknowledged industry-wide as a
leader in data conversion and signal conditioning technology, ADI serves
over 60,000 customers, representing virtually all types of electronic
equipment. ADI is headquartered in Norwood, Massachusetts, with design
and manufacturing facilities throughout the world. ADI’s common stock is
included in the S&P 500 Index.
Hittite Microwave Corporation designs and develops high performance
integrated circuits, modules, and subsystems for technically demanding
radio frequency (RF) microwave and millimeter wave applications. These
applications include cellular, optical, and satellite communications, as
well as medical and scientific imaging, industrial instrumentation,
aerospace, and defense electronics. With almost 30 years of experience
and innovation, Hittite has a deep knowledge of analog, digital and
mixed-signal semiconductor technology, from the device level to the
design and assembly of complete subsystems.
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