Analog Devices Completes Acquisition of Linear Technology

15 Mar

Analog Devices, Inc. has announced the completion of its acquisition of Linear Technology Corporation. The combination creates the premier analog technology company with the industry’s most comprehensive suite of high-performance analog offerings and integrated engineering, manufacturing, sales and support operations that will accelerate innovation and revenue growth opportunities.

“The combination of Analog Devices and Linear Technology creates an analog industry powerhouse,” said Vincent Roche, ADI President and Chief Executive Officer. “Together, we are capable of solving more of our customers’ biggest and most complex challenges at the intersection of the physical and digital domains. We expect that this combination will create tremendous value for our customers, our employees, and our shareholders for many years to come.”

Election of Robert H. Swanson to ADI Board of Directors
ADI also announced that Robert H. Swanson, former Executive Chairman of Linear Technology, has been elected to the ADI Board of Directors, effective immediately after the closing of the acquisition.

“We are very excited to welcome Bob Swanson to our Board,” said Ray Stata, ADI Chairman of the Board. “Bob’s decades of analog semiconductor expertise will add considerable value to ADI’s Board of Directors.”

Mr. Swanson, a founder of Linear Technology, has served as Executive Chairman of the Linear Technology board of directors since January 2005. Prior to that time, he served as Chairman and Chief Executive Officer of Linear Technology since its incorporation in 1981.

As a result of the acquisition, Linear Technology’s shares of common stock have been delisted from the NASDAQ Global Select Market effective as of the close of trading today.

Credit Suisse Securities (USA) LLC acted as ADI’s exclusive financial advisor and Wachtell, Lipton, Rosen & Katz and WilmerHale acted as ADI’s legal counsel in connection with the transaction.

Contribution from Linear Technology to ADI’s 2nd Fiscal Quarter of 2017
ADI expects Linear Technology to contribute between $160 million to $170 million in revenue to ADI’s second fiscal quarter of 2017. This revenue range includes a reduction of approximately $30 million related to a purchase accounting adjustment for Linear’s North America distributor deferred revenue where revenue is recognized on a sell-through basis, and represents ADI’s current best view of Linear’s business performance through the end of ADI’s second fiscal quarter of 2017.

ADI also expects its non-GAAP interest and other interest expense to be approximately $60 million in the second quarter of fiscal 2017, approximately $70 million in the third quarter of fiscal 2017, and approximately $60 million per quarter thereafter.

In the first full quarter after the combination, ADI expects its weighted average diluted sharecount to be approximately 375 million and for the Company’s non-GAAP tax rate to be approximately 15%.

With respect to the forward-looking information presented on a non-GAAP basis, ADI is unable to provide a quantitative reconciliation to GAAP because the items that would be included or excluded are difficult to predict and estimate and are primarily dependent on future events, including costs relating to the acquisition of Linear.