Item 7.01 Regulation FD Disclosure
On July 13, 2020, Analog Devices, Inc. (the "Company") updated its guidance for
the third quarter of fiscal year 2020 as set forth in the press release attached
hereto as Exhibit 99.1.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1
shall not be incorporated by reference in such filing, unless expressly
incorporated by specific reference to such filing. The information in this Item
7.01, including in Exhibit 99.1, shall not be deemed to be "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section or Sections 11 and 12(a)(2) of the
Securities Act of 1933, as amended.
Item 8.01 Other Events
On July 13, 2020, the Company and Maxim Integrated Products, Inc. ("Maxim")
issued a joint press release announcing their entry into an Agreement and Plan
of Merger, dated as of July 12, 2020, by and among the Company, Maxim and
Magneto Corp., a wholly-owned subsidiary of the Company, providing for the
acquisition of Maxim by the Company. A copy of the joint press release is
attached hereto as Exhibit 99.2, and is incorporated herein by reference.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, the Company intends to file with
the Securities and Exchange Act (the "SEC") a registration statement on Form S-4
that will include a joint proxy statement of the Company and Maxim and that also
constitutes a prospectus of the Company. Each of the Company and Maxim may also
file other relevant documents with the SEC regarding the proposed transaction.
This document is not a substitute for the joint proxy statement/prospectus or
registration statement or any other document that the Company or Maxim may file
with the SEC. The definitive joint proxy statement/prospectus (if and when
available) will be mailed to stockholders of the Company and Maxim. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND
IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
security holders will be able to obtain free copies of the
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registration statement and joint proxy statement/prospectus (if and when
available) and other documents containing important information about the
Company, Maxim and the proposed transaction, once such documents are filed with
the SEC through the website maintained by the SEC at http://www.sec.gov. Copies
of the documents filed with the SEC by the Company will be available free of
charge on the Company's website at http://www.analog.com or by contacting the
Company's Investor Relations Department by email at
investor.relations@analog.com or by phone at 781-461-3282. Copies of the
documents filed with the SEC by Maxim will be available free of charge on
Maxim's website at investor.maximintegrated.com or by contacting Maxim's
Investor Relations department by phone at 408-601-5697.
Participants in the Solicitation
The Company, Maxim and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about the directors and
executive officers of the Company, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth in the
Company's proxy statement for its 2020 annual meeting of shareholders, which was
filed with the SEC on January 24, 2020, and the Company's Annual Report on Form
10-K for the fiscal year ended November 2, 2019, which was filed with the SEC on
November 26, 2019. Information about the directors and executive officers of
Maxim, including a description of their direct or indirect interests, by
security holdings or otherwise, is set forth in Maxim's proxy statement for its
2019 annual meeting of shareholders, which was filed with the SEC on
September 27, 2019, and Maxim's Annual Report on Form 10-K for the fiscal year
ended June 29, 2019, which was filed with the SEC on August 21, 2019. Other
information regarding the participants in the proxy solicitations and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the proposed transaction
when such materials become available. Investors should read the joint proxy
statement/prospectus carefully when it becomes available before making any
voting or investment decisions. You may obtain free copies of these documents
from the Company or Maxim using the sources indicated above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description of Document
99.1 Press Release, dated July 13, 2020.
99.2 Joint Press Release, dated July 13, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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