SYS-CON MEDIA Authors: Elizabeth White, Pat Romanski, Carmen Gonzalez, Liz McMillan, Kevin Jackson

News Feed Item

Analog Devices Announces Commencement of Tender Offer for All Outstanding Shares of Hittite Microwave Corporation Common Stock

Analog Devices, Inc. (NASDAQ: ADI), a global leader in high-performance semiconductors for signal processing applications, today announced that it has commenced a tender offer to purchase all outstanding shares of common stock of Hittite Microwave Corporation (NASDAQ: HITT) for $78.00 per share in cash. The tender offer is being made pursuant to the Merger Agreement entered into and announced by ADI and Hittite on June 9, 2014.

Unless extended, the tender offer will expire at 12:00 midnight at the end of July 21, 2014 (one minute after 11:59 p.m., New York City time, on July 21, 2014). The completion of the tender offer is subject to the tender of at least a majority of Hittite’s outstanding shares of common stock (on a fully diluted basis) and other customary closing conditions, including receipt of regulatory clearances.

As promptly as practicable following the completion of the tender offer, ADI will acquire all remaining Hittite shares through a merger of BBAC Corp., a Delaware corporation and a direct wholly owned subsidiary of ADI, with and into Hittite.

ADI will file today with the U.S. Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO which sets forth in detail the terms of the tender offer. Additionally, Hittite will file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 that includes the unanimous recommendation of Hittite’s board of directors that Hittite stockholders accept the tender offer and tender their shares of Hittite common stock.

The Information Agent for the tender offer is MacKenzie Partners, Inc. and the Dealer Manager for the tender offer is Credit Suisse Securities (USA) LLC. Hittite stockholders who have questions regarding the tender offer should contact the Information Agent by calling collect at (212) 929-5500 or toll-free at (800) 322-2885 or the Dealer Manager toll-free at (800) 318-8219. Hittite stockholders who need additional copies of the Offer to Purchase, Letter of Transmittal or related materials should contact the Information Agent at the telephone number provided above.

American Stock Transfer & Trust Company, LLC is acting as depositary for the tender offer, and WilmerHale is acting as legal counsel to ADI.

Important Additional Information Will Be Filed with the Securities and Exchange Commission

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Hittite. ADI will file with the SEC and mail to Hittite’s stockholders a Tender Offer Statement and Hittite will file with the SEC and mail to its stockholders a Tender Offer Solicitation/Recommendation Statement in connection with the transaction. These documents will contain important information about ADI, Hittite, the transaction and other related matters. Investors and security holders are urged to read each of these documents carefully when they are available, including any amendments thereto. Investors and security holders will be able to obtain free copies of the Tender Offer Statement, the Tender Offer Solicitation/Recommendation Statement and other documents filed with the SEC by ADI and Hittite through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of these documents by directing a request to the Information Agent by calling collect at (212) 929-5500 or toll-free at (800) 322-2885.

Forward-Looking Statements

This press release contains forward-looking statements, which address a variety of subjects including, for example, ADI’s tender offer for all outstanding shares of Hittite common stock, the expiration date of the tender offer and the expected completion of the transaction between ADI and Hittite. Statements that are not historical facts, including statements about our beliefs 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: the closing of the transaction is subject to the tender of shares by Hittite stockholders representing at least a majority of the outstanding fully diluted shares; the receipt of regulatory approvals, and other closing conditions, the non-satisfaction of which may delay or prevent the closing of the transaction and higher than expected or unexpected costs associated with or relating to the transaction. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to ADI’s filings with the SEC, including the risk factors contained in ADI’s most recent Quarterly Report on Form 10-Q. 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.

About Analog Devices

Innovation, performance, and excellence are the cultural pillars on which ADI has built one of the longest standing, highest growth companies within the technology sector. Acknowledged industry-wide as a leader in data conversion and signal conditioning technology, ADI serves over 60,000 customers, representing virtually all types of electronic equipment. ADI is headquartered in Norwood, Massachusetts, with design and manufacturing facilities throughout the world. ADI’s common stock is included in the S&P 500 Index.

About Hittite

Hittite Microwave Corporation designs and develops high performance integrated circuits, modules, and subsystems for technically demanding radio frequency (RF) microwave and millimeter wave applications. These applications include cellular, optical, and satellite communications, as well as medical and scientific imaging, industrial instrumentation, aerospace, and defense electronics. With almost 30 years of experience and innovation, Hittite has a deep knowledge of analog, digital and mixed-signal semiconductor technology, from the device level to the design and assembly of complete subsystems.

More Stories By Business Wire

Copyright © 2009 Business Wire. All rights reserved. Republication or redistribution of Business Wire content is expressly prohibited without the prior written consent of Business Wire. Business Wire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
Vormetric on Wednesday announced the results of its 2015 Insider Threat Report (ITR), conducted online on their behalf by Harris Poll and in conjunction with analyst firm Ovum in fall 2014 among 818 IT decision makers in various countries, including 408 in the United States. The report details striking findings around how U.S. and international enterprises perceive security threats, the types of employees considered most dangerous, environments at the greatest risk for data loss and the steps or...
Things are being built upon cloud foundations to transform organizations. This CEO Power Panel at 15th Cloud Expo, moderated by Roger Strukhoff, Cloud Expo and @ThingsExpo conference chair, addressed the big issues involving these technologies and, more important, the results they will achieve. Rodney Rogers, chairman and CEO of Virtustream; Brendan O'Brien, co-founder of Aria Systems, Bart Copeland, president and CEO of ActiveState Software; Jim Cowie, chief scientist at Dyn; Dave Wagstaff, VP ...
The 3rd International Internet of @ThingsExpo, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that its Call for Papers is now open. The Internet of Things (IoT) is the biggest idea since the creation of the Worldwide Web more than 20 years ago.
Storage administrators find themselves walking a line between meeting employees’ demands to use public cloud storage services, and their organizations’ need to store information on-premises for security, performance, cost and compliance reasons. However, as file sharing protocols like CIFS and NFS continue to lose their relevance, simply relying only on a NAS-based environment creates inefficiencies that hurt productivity and the bottom line. IT wants to implement cloud storage it can purchase a...
Cloud Technology Partners on Wednesday announced it has been recognized by the Modern Infrastructure Impact Awards as one of the Best Amazon Web Services (AWS) Consulting Partners. Selected by the editors of TechTarget's SearchDataCenter.com, and by votes from customers and strategic channel partners, the companies acknowledged by the Modern Infrastructure Impact Awards represent the top providers of cloud consulting services for AWS including application migration, application development, inf...
“We help people build clusters, in the classical sense of the cluster. We help people put a full stack on top of every single one of those machines. We do the full bare metal install," explained Greg Bruno, Vice President of Engineering and co-founder of StackIQ, in this SYS-CON.tv interview at 15th Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
"Blue Box has been around for 10-11 years, and last year we launched Blue Box Cloud. We like the term 'Private Cloud as a Service' because we think that embodies what we are launching as a product - it's a managed hosted private cloud," explained Giles Frith, Vice President of Customer Operations at Blue Box, in this SYS-CON.tv interview at DevOps Summit, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Software AG and Wipro Ltd. have announced a joint solution platform for streaming analytics that provides real-time actionable intelligence for the Internet of Things (IoT) market. “The key to successfully addressing the IoT market is the ability to rapidly build and evolve apps that tap into, analyze and make smart decisions on fast, big data”, said John Bates, Global Head of Industry Solutions and CMO, Software AG. To address the huge market potential created by streaming analytics in conj...
"People are a lot more knowledgeable about APIs now. There are two types of people who work with APIs - IT people who want to use APIs for something internal and the product managers who want to do something outside APIs for people to connect to them," explained Roberto Medrano, Executive Vice President at SOA Software, in this SYS-CON.tv interview at Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Performance is the intersection of power, agility, control, and choice. If you value performance, and more specifically consistent performance, you need to look beyond simple virtualized compute. Many factors need to be considered to create a truly performant environment. In his General Session at 15th Cloud Expo, Harold Hannon, Sr. Software Architect at SoftLayer, discussed how to take advantage of a multitude of compute options and platform features to make cloud the cornerstone of your onlin...
SYS-CON Media announced that Splunk, a provider of the leading software platform for real-time Operational Intelligence, has launched an ad campaign on Big Data Journal. Splunk software and cloud services enable organizations to search, monitor, analyze and visualize machine-generated big data coming from websites, applications, servers, networks, sensors and mobile devices. The ads focus on delivering ROI - how improved uptime delivered $6M in annual ROI, improving customer operations by minin...
The move in recent years to cloud computing services and architectures has added significant pace to the application development and deployment environment. When enterprise IT can spin up large computing instances in just minutes, developers can also design and deploy in small time frames that were unimaginable a few years ago. The consequent move toward lean, agile, and fast development leads to the need for the development and operations sides to work very closely together. Thus, DevOps become...
"We are the top stocking distributor for HP renew products in North America. We can only sell to U.S. authorized partners and resellers for HP," explained Miguel Diazdelcastillo Jr., Sales Executive at Creative Business Solutions, in this SYS-CON.tv interview at Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Puppet Labs on Wednesday released the DevOps Salary Report, based on salary data gathered from Puppet Labs' industry-recognized State of DevOps Report. The data confirms that market demand for DevOps skills is growing, and that DevOps engineers are among the highest paid IT practitioners today. That's because IT organizations today are grappling with how to be more agile and responsive to the business, while maintaining the stability of their infrastructure. DevOps practices, such as continuous ...
Software Defined Storage provides many benefits for customers including agility, flexibility, faster adoption of new technology and cost effectiveness. However, for IT organizations it can be challenging and complex to build your Enterprise Grade Storage from software. In his session at Cloud Expo, Paul Turner, CMO at Cloudian, looked at the new Original Design Manufacturer (ODM) market and how it is changing the storage world. Now Software Defined Storage companies can build Enterprise grade ...