Analog Devices Inc (ADI) of Norwood, MA, USA (which provides semiconductors for signal processing applications) has commenced a tender offer to purchase all outstanding shares of common stock of Hittite Microwave Corp of Chelmsford, MA, USA for $78 per share in cash. On 9 June, ADI announced that it had agreed to acquire Hittite (which designs and manufactures analog, digital and mixed-signal RF, microwave and millimeter-wave ICs, modules and subsystems as well as instrumentation).
Unless extended, the tender offer will expire at the end of 21 July (one minute after 11:59pm, New York City time). Completion of the 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.
ADI says that, as promptly as practicable following completion of the tender offer, it will acquire all remaining Hittite shares through a merger of BBAC Corp (a Delaware corporation and a direct subsidiary of ADI) with and into Hittite.
ADI has filed with the US Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO, which sets forth in detail the terms of the tender offer. Also, Hittite will file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 that includes the unanimous recommendation of its board of directors that stockholders accept the tender offer and tender their shares.
The Information Agent for the tender offer is MacKenzie Partners Inc and the Dealer Manager is Credit Suisse Securities (USA) LLC. American Stock Transfer & Trust Company, LLC is acting as depositary for the tender offer, and WilmerHale is acting as legal counsel to ADI.
