Commission Decision No. 02-M-003/2021:
Proposed Acquisition by Analog Devices, Inc. of Shares in Maxim Integrated Products, Inc.

ABSTRACT:

 The proposed transaction involves the acquisition by Analog Devices, Inc. (ADI) of Maxim Integrated Products, Inc. (Maxim) through the merger of Magneto Corp. (Magneto), a wholly-owned subsidiary of ADI and Maxim, with Maxim surviving the merger and continuing as a wholly-owned subsidiary of ADI. 

Under the terms of the Merger Agreement by and among ADI, Magneto, and Maxim, Maxim’s shareholders will be entitled to receive 0.630 of a share of ADI common stock for each share of Maxim’s common stock they hold immediately prior to the closing of the transaction. 

ADI and Maxim are both publicly-traded companies listed on the US NASDAQ, with overseas operations including for-export fabrication, testing, and assembly sites in the Philippines. This includes Analog Devices (Philippines), Inc. and Analog Devices Gen. Trias, Inc. for ADI; and Maxim Philippines Holding Corp., Maxim Philippines Operating Corp., Maxim (IP) Enterprise Solutions (Philippine Branch), and Maxim Integrated Products International Sales Ltd. under the Maxim group.

ADI designs, manufactures, and markets a broad line of integrated circuits that incorporate analog, mixed-signal and digital signal processing technologies for a wide range of industrial applications. On the other hand, Maxim develops, manufactures, and markets a range of analog, mixed-signal, and digital integrated circuits, particularly for consumer-centered applications. 

The proposed transaction values Maxim at approximately $21 billion based on Maxim’s fully diluted shares outstanding and ADI’s share price as of July 10, 2020. Following the exchange, the shareholders of ADI are expected to own approximately 69% of the merged entity and the shareholders of Maxim will own approximately 31% of the merged entity. 

Source: https://www.phcc.gov.ph/cdn02m003-2021-adi-maxim/