Analog Devices, Inc. (NASDAQ:ADI) Files An 8-K Other EventsItem 8.01
ANALOG DEVICES RECOMMENDS SHAREHOLDERS REJECT “MINI TENDER” OFFER BY TRC CAPITAL CORPORATION
Analog Devices, Inc. (“Analog Devices”) has received notice of an unsolicited mini-tender offer by TRC Capital Corporation (“TRC Capital”) to purchase up to 2,000,000 shares of Analog Devices’ common stock at a price of $74.25 per share in cash. The offering price is 4.35% below the closing price per share of Analog Devices’ common stock on April 21, 2017, the last trading day before the offer was commenced. The offer is for approximately 0.55% of the outstanding shares of Analog Devices’ common stock.
Analog Devices does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares in response to TRC Capital’s offer. Analog Devices is not affiliated or associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.
Mini-tender offers are not subject to many of the disclosure and procedural requirements of the U.S. Securities and Exchange Commission (“SEC”) that apply to offerings for more than 5 percent of a company’s shares outstanding. As a result, mini-tender offers do not provide investors with the same level of protections afforded to larger tender offers.
The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s guidance to investors on mini-tender offers is available at www.sec.gov/investor/pubs/minitend.htm.
Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor and exercise caution with respect to TRC Capital’s offer. Analog Devices recommends that shareholders who have not responded to TRC Capital’s offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with TRC Capital’s mini-tender offer documents. The offer is currently scheduled to expire at 12:01 a.m., New York City time, on May 23, 2017, but TRC Capital may extend the offering period at its discretion.
Analog Devices encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Analog Devices requests that a copy of this announcement be included with all distributions of materials relating to TRC Capital’s mini-tender offer related to shares of common stock of Analog Devices.
About Analog Devices, Inc. (NASDAQ:ADI)
Analog Devices, Inc. (Analog Devices) designs, manufactures and markets a portfolio of solutions that leverage high-performance analog, mixed-signal and digital signal processing technology, including integrated circuits (ICs), algorithms, software and subsystems. Its products include Analog Products, Converters, Amplifiers/Radio Frequency, Other Analog, Power Management and Reference, and Digital Signal Processing Products. The Company is a supplier of data converter products. The Company is a supplier of high-performance amplifiers. Its analog product line also includes products of high performance radio frequency (RF) ICs. The Company’s DSPs are used for high-speed numeric calculations. The Company offers its products for applications in various end markets, such as industrial, automotive, consumer and communications. The Company operates in the United States, Rest of North/South America, Europe, Japan and China. Analog Devices, Inc. (NASDAQ:ADI) Recent Trading Information
Analog Devices, Inc. (NASDAQ:ADI) closed its last trading session up +0.06 at 75.66 with 3,131,976 shares trading hands.