LINEAR TECHNOLOGY CORPORATION (NASDAQ:LLTC) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01 below.
Item2.01. Completion of Acquisition or Disposition of
Assets.
On March10, 2017, the Merger was completed.At the effective time
of the Merger (the Effective Time), each outstanding share of
Company common stock, par value $0.001 per share (Linear Common
Shares), other than shares owned by Analog Devices, the Company
and their subsidiaries, or shares subject to restricted stock
awards, was automatically converted into the right to receive the
following consideration (collectively, the Merger Consideration),
without interest:
| $46.00 in cash (the Cash Consideration); and |
|
0.2321 (the Exchange Ratio) shares of common stock of Analog Devices, par value $0.16 2/3per share (Analog Common Shares). |
At the closing, each Company restricted stock unit award (Linear
RSU Award) and each Company restricted stock award (Linear
Restricted Stock Award) that became vested at the closing
(including each Linear Restricted Stock Award held by a
non-employee director) was converted into the right to receive
the Merger Consideration in respect of each Linear Common Share
underlying such award.
Each Linear RSU Award and Linear Restricted Stock Award that was
granted on or prior to July22, 2016 that did not become vested at
the closing was converted at the closing into two Analog awards,
one of which constitutes the right to receive an amount in cash
equal to the number of Linear Common Shares subject to such
award, multiplied by the Cash Consideration and the other
constitutes a restricted unit award or restricted stock award, as
applicable, covering the number of Analog Common Shares equal to
the product (rounded to the nearest whole number of shares) of
the number of Linear Common Shares subject to such award,
multiplied by the Exchange Ratio.
Each Linear RSU Award and Linear Restricted Stock Award granted
after July22, 2016 was converted at the closing into an award
solely in respect of a number of Analog Common Shares equal to
the product (rounded to the nearest whole number of shares) of
the number of Linear Common Shares subject to such award,
multiplied by 0.9947.
Each converted Analog cash award, restricted stock unit and
restricted stock award, as applicable, has the same terms and
conditions, including vesting (and for restricted stock awards,
any rights to receive future dividends), that applied to the
Linear RSU Award or Linear Restricted Stock Award, as applicable,
to which the converted Analog Devices awards correspond.
For additional information regarding the consideration payable to
holders of the Companys securities, see Item3.03 of this Current
Report on Form 8-K, which is incorporated into this Item2.01 by
reference.
The foregoing description of the Merger Agreement and the Merger
does not purport to be complete and is qualified in its entirety
by reference to the Merger Agreement, a copy of which is filed as
Exhibit 2.1 to the Companys Current Report on Form 8-K dated
July26, 2016 and is incorporated into this Item2.01 by reference.
| Item3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In connection with completion of the Merger on March10, 2017, the
Company notified the Nasdaq Stock Market (Nasdaq) of the
effectiveness of the Merger and requested (i)that trading of
Linear Common Shares on Nasdaq be suspended after the close of
trading on March10, 2017 and (ii)that Nasdaq file with the
Securities Exchange Commission (SEC) an application on Form 25 to
delist and deregister Linear Common Shares under Section12(b) of
the Securities Exchange Act of 1934, as amended (the Exchange
Act). The Company also intends to file a certification on Form 15
with the SEC requesting the termination of registration of Linear
Common Shares with the SEC under Section12(g) of the Exchange Act
and its reporting obligations under Sections 13 and 15(d) of the
Exchange Act.
| Item3.03. |
Material Modification to Rights of Security Holders. |
The information in Item2.01 of this Current Report on Form 8-K is
incorporated into this Item3.03 by reference.
At the Effective Time, each holder of a Linear Common Share
issued and outstanding immediately prior to the effective time of
the Merger ceased to have any rights as a stockholder of the
Company other than the right to receive the Merger Consideration
into which such Linear Common Share has been converted.
| Item5.01. | Changes in Control of Registrant. |
The information in Items 2.01 and 3.03 of this Current Report on
Form 8-K is incorporated into this Item5.01 by reference.
At the Effective Time on March10, 2017, a change in control of
the Company occurred and the Company became a wholly owned
subsidiary of Analog Devices. The aggregate amount paid by Analog
Devices to former Company stockholders in connection with the
Merger was approximately $11.1 billion in cash and approximately
56 million Analog Common Shares, which had a value of
approximately $4.6 billion based on the closing price of Analog
Common shares on The NASDAQ Global Select Market on March10,
2017.
Analog Devices funded the cash portion of the Merger
Consideration through cash on hand, the net proceeds of the
issuance and sale of senior unsecured notes, and the funds from
short- and long-term indebtedness.
| Item5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
to the terms of the Merger Agreement, as of the Effective Time on
March10, 2017, the directors of the Company ceased serving in
such capacities and the directors of Merger Sub immediately prior
to the effective time of the Merger became the directors of the
Company, as the surviving corporation in the Merger.
| Item5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
to the terms of the Merger Agreement, as of the Effective Time on
March10, 2017, the certificate of incorporation and bylaws of the
Company were amended and restated to read in their entirety as
set forth in Exhibit 3.1 and 3.2 hereto, respectively, which are
incorporated into this Item5.03 by reference.
| Item9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
| 2.1 |
Agreement and Plan of Merger, dated July 26, 2016, by and among Linear Technology Corporation, Analog Devices, Inc. and Tahoe Acquisition Corp. (incorporated by reference to the exhibit with the corresponding exhibit number in Linear Technologys Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, 2016). |
|
| 3.1 |
Amended and Restated Certificate of Incorporation of Linear Technology Corporation. |
|
| 3.2 | Amended and Restated Bylaws of Linear Technology Corporation. |
About LINEAR TECHNOLOGY CORPORATION (NASDAQ:LLTC)
Linear Technology Corporation is engaged in designing, manufacturing and marketing a line of analog integrated circuits. The Company produces power management, data conversion, signal conditioning, radio frequency (RF) and interface integrated circuits (ICs) and wireless sensor network products, among others. The Company’s principal product categories include amplifiers, high speed amplifiers, voltage regulators, voltage references, interfaces, data converters, battery stack monitors, silicon oscillators and timer blox, phase locked loop (PLL) synthesizers and clock distribution, SmartMesh embedded wireless sensor network, radio and microwave frequency circuits, Power Over Ethernet (PoE) Controllers, and Other. The Company’s products provide a bridge between analog world and the digital electronics in communications, networking, industrial, transportation, computer, medical, instrumentation, consumer, and military and aerospace systems. LINEAR TECHNOLOGY CORPORATION (NASDAQ:LLTC) Recent Trading Information
LINEAR TECHNOLOGY CORPORATION (NASDAQ:LLTC) closed its last trading session down -0.27 at 65.00 with 30,705,042 shares trading hands.