Analog Devices to acquire Linear Technology for $14.8bn

Under the terms of the agreement, Linear Technology shareholders will receive $46.00 per share in cash and 0.2321 of a share of Analog Devices common stock for each share of Linear Technology common stock they hold at the closing of the transaction. The transaction values Linear Technology at approximately $60.00 per share, representing an equity value for Linear Technology of approximately $14.8bn.

Vincent Roche, President and Chief Executive Officer, Analog Devices, commented: “The combination of Analog Devices and Linear Technology brings together two of the strongest business and technology franchises in the semiconductor industry. Our shared focus on engineering excellence and our highly complementary portfolios of industry-leading products will enable us to solve our customers’ biggest and most complex challenges at the intersection of the physical and digital worlds. We are creating an unparallelled innovation and support partner for our industrial, automotive and communications infrastructure customers, and I am very excited about what this acquisition means for our customers, our employees and our industry.”

“For 35 years, Linear Technology has had great success by growing its business organically. However, this combination of Linear Technology and Analog Devices has the potential to create a combination where one plus one truly exceeds two. As a result, the Linear Technology Board concluded that this is a compelling transaction that delivers substantial value to our shareholders, and the opportunity for additional upside through stock in the combined company. Analog Devices is a highly respected company. By combining our complementary areas of technology strength, we have an excellent opportunity to reinforce our leadership across the analog and power semiconductor markets, enhancing shareholder value. Together, Linear Technology and Analog Devices will advance the technology and deliver innovative analogue solutions to our customers worldwide. We are committed to working with the ADI team to ensure a smooth transition.”

Compelling strategic and financial benefits:

• Global high-performance analogue industry leader: Combination expected to create a global high-performance analog industry leader across data converters, power management, amplifiers, interface and RF and microwave products;

• Highly complementary businesses: Highly complementary product portfolios create the industry’s most comprehensive suite of high-performance analogue offerings and expand Analog Devices’ total addressable market to $14bn from $8bn;

• Leading positions & commitment to customers: Combined company expected to be a leader across all major high-performance analogue product categories and will have a shared commitment to providing customers with the highest levels of innovation, service and support;

• Accelerates innovation and revenue growth in attractive markets: Unique combination of engineering excellence and domain expertise accelerates innovation and revenue growth opportunities in the industrial, automotive and communications infrastructure markets;

• Best-in-class financial model: Value of innovation and engineering excellence reflected in best-in-class financial model, non-GAAP margins and free cash flow;

• Accretive transaction: The transaction is expected to be immediately accretive to Analog Devices’ non-GAAP EPS and free cash flow. Analog Devices expects to achieve $150m of annualised run-rate cost synergies within 18 months post transaction close;

Mr. Roche concluded: “We have tremendous respect and admiration for the franchise created by Linear Technology. I have no doubt that the combination of our two companies will create a trusted leader in our industry, capable of generating tremendous value for all of our stakeholders."

Following the transaction close, Mr. Roche, President and CEO, Analog Devices will continue to serve as President and CEO of the combined company, and David Zinsner, SVP and CFO, Analog Devices, will continue to serve as SVP and CFO of the combined company. Analog Devices and Linear Technology anticipate a combined company leadership team with strong representation from both companies across all functions. The Linear Technology brand will continue to serve as the brand for Analog Devices’ power management offerings. The combined company will use the name Analog Devices, Inc. and continue to trade on the NASDAQ under the symbol ADI.

Transaction structure and terms

Under the terms of the agreement, Linear Technology shareholders will receive $46.00 per share in cash and 0.2321 of a share of Analog Devices common stock for each share of Linear Technology common stock they hold at closing. The transaction values Linear Technology at approximately $60.00 per share, representing an equity value for Linear Technology of approximately $14.8bn. Post-closing, Linear Technology shareholders will own approximately 16% of the combined company on a fully-diluted basis.

Analog Devices intends to fund the transaction with approximately 58m new shares of Analog Devices common stock, approximately $7.3bn of new long-term debt, and the remainder from the combined company’s balance sheet cash. The new long-term debt is supported by a fully underwritten bridge loan commitment and is expected to consist of term loans and bonds, with emphasis on pre-payable debt, to facilitate rapid deleveraging.

This transaction has been unanimously approved by the boards of directors of both companies. Closing of the transaction is expected by the end of the first half of calendar year 2017, and is subject to regulatory approvals in various jurisdictions, the approval of Linear Technology’s shareholders, and other customary closing conditions.

Analog Devices financial guidance

Analog Devices also narrowed and raised its financial guidance for its third quarter of fiscal year 2016, for revenue to be approximately $865m, and for diluted earnings per share to be in the range of $0.71 to $0.72, and non-GAAP diluted earnings per share to be in the range of $0.77 to $0.78. The non-GAAP EPS estimate reflects estimated adjustments for amortisation of purchased intangible assets and depreciation of step up value on purchased fixed assets, which total $19m in the aggregate.

Advisors

Credit Suisse is acting as exclusive financial advisor to Analog Devices, and Wachtell, Lipton, Rosen & Katz and Wilmer Cutler Pickering Hale and Dorr LLP are serving as its legal advisors. J.P. Morgan, Bank of America Merrill Lynch and Credit Suisse are providing committed debt financing for the transaction. Qatalyst Partners is acting as exclusive financial advisor to Linear Technology and Jones Day is serving as its legal advisor.

Conference call and webcast

Analog Devices and Linear Technology management held a conference call yesterday, discussing details of the transaction. A replay of the call will be made available and may be accessed for up to two weeks by calling (855) 859-2056  (replay only) and providing the conference ID: 56173988, or by visiting investor.analog.com.