News Article
Analog Devices kicks off tender offer to buy out Hittite shares
Analog Devices, Inc. has commenced a tender offer to purchase all outstanding shares of common stock of Hittite Microwave Corporation 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 9th, 2014. Unless extended, the tender offer will expire at 12:00 midnight at the end of July 21st, 2014 (one minute after 11:59 p.m., New York City time, on July 21st, 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 with the U.S. Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO which sets forth in detail the terms of the tender offer. In addition, 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. American Stock Transfer & Trust Company, LLC is acting as depositary for the tender offer, and WilmerHale is acting as legal counsel to ADI.