Forward Looking Statements
This press release contains
forward-looking statements, which address a variety of subjects
including, for example, our statements regarding expected revenue,
earnings per share, gross margin, operating expenses, interest and other
expense, tax rate, and other financial results, expected operating
leverage, production and inventory levels, expected market
trends, and expected customer demand and order rates for our products,
the proposed acquisition of Linear Technology Corporation (“Linear
Technology”), the expected benefits and synergies of the transaction,
expected growth rates of the combined companies, Analog Devices’
expected product offerings, product development, marketing position and
technical advances resulting from the transaction. Statements that are
not historical facts, including statements about our beliefs, plans 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: any faltering in global economic conditions
or the stability of credit and financial markets, erosion of consumer
confidence and declines in customer spending, unavailability of raw
materials, services, supplies or manufacturing capacity, changes in
geographic, product or customer mix, the ability to satisfy the
conditions to closing of the proposed transaction with Linear
Technology, on the expected timing or at all; the ability to
obtain required regulatory approvals for the proposed transaction, on
the expected timing or at all, including the potential for regulatory
authorities to require divestitures in connection with the proposed
transaction; the occurrence of any event that could give rise to the
termination of the merger agreement with Linear Technology; the risk of
stockholder litigation relating to the proposed transaction, including
resulting expense or delay; higher than expected or unexpected costs
associated with or relating to the transaction; the risk that expected
benefits, synergies and growth prospects of the transaction may not be
achieved in a timely manner, or at all; the risk that Linear
Technology’s business may not be successfully integrated with Analog
Devices’ following the closing; the risk that Analog Devices and Linear
Technology will be unable to retain and hire key personnel; and the risk
that disruption from the transaction may adversely affect Linear
Technology’s or Analog Devices’ business and relationships with
their customers, suppliers or employees. For additional information
about factors that could cause actual results to differ materially from
those described in the forward-looking statements, please refer to both
Analog Devices’ and Linear Technology’s filings with the Securities and
Exchange Commission (“SEC”), including the risk factors contained in
each of Analog Devices’ and Linear Technology’s most recent Quarterly
Reports on Form 10-Q and Annual Report on Form 10-K. 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.
Important Additional Information Will Be Filed With The SEC
In
connection with the proposed transaction, Analog Devices and Linear
Technology intend to file relevant information with the SEC, including a
registration statement of Analog Devices on Form S-4 (the “registration
statement”) that will include a prospectus of Analog Devices and a proxy
statement of Linear Technology (the “proxy statement/prospectus”).
INVESTORS AND SECURITY HOLDERS OF LINEAR TECHNOLOGY ARE URGED TO
CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ANALOG DEVICES, LINEAR TECHNOLOGY AND THE PROPOSED
TRANSACTION. A definitive proxy statement/prospectus will be sent to
Linear Technology’s shareholders. The registration statement, proxy
statement/prospectus and other documents filed by Analog Devices with
the SEC may be obtained free of charge at Analog Devices’ website at
www.analog.com
or at the SEC’s website at
www.sec.gov.
These documents may also be obtained free of charge from Analog Devices
by requesting them by mail at Analog Devices, Inc., One Technology Way,
P.O. Box 9106, Norwood, MA 02062-9106, Attention: Investor Relations, or
by telephone at (781) 461-3282. The documents filed by Linear Technology
with the SEC may be obtained free of charge at Linear Technology’s
website at
www.linear.com
or at the SEC’s website at
www.sec.gov.
These documents may also be obtained free of charge from Linear
Technology by requesting them by mail at Linear Technology Corporation,
1630 McCarthy Blvd., Milpitas, CA, 95035-7417, Attention: Investor
Relations, or by telephone at (408) 432-2407.
Participants in the Solicitation
Linear Technology, Analog
Devices and certain of their directors, executive officers and employees
may be deemed participants in the solicitation of proxies from Linear
Technology shareholders in connection with the proposed transaction.
Information regarding the persons who may be deemed to be participants
in the solicitation of Linear Technology shareholders in connection with
the proposed transaction, including a description of their direct or
indirect interests, by security holdings or otherwise, will be set forth
in the proxy statement/prospectus when it is filed with the SEC.
Information about the directors and executive officers of Analog Devices
and their ownership of Analog Devices’ common stock is set forth in the
definitive proxy statement for the Analog Devices’ 2016 annual meeting
of shareholders, as previously filed with the SEC on January 28, 2016.
Information about the directors and executive officers of Linear
Technology and their ownership of Linear Technology common stock is set
forth in the definitive proxy statement for Linear Technology’s 2015
annual meeting of shareholders, as previously filed with the SEC on
September 17, 2015. Free copies of these documents may be obtained as
described in the paragraphs above.