Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 26, 2021, Maxim Integrated Products, Inc., a Delaware corporation (the “Company”), completed its previously announced combination with Analog Devices, Inc., a Massachusetts corporation (“ADI”). Pursuant to the Agreement and Plan of Merger, dated as of July 12, 2020 (the “Merger Agreement”), by and among the Company, ADI and Magneto Corp., a Delaware corporation and a wholly owned subsidiary of ADI (“Merger Sub”), Merger Sub was merged with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly owned subsidiary of ADI.
At the effective time of the Merger (the “Effective Time”), pursuant to the Merger Agreement, each share of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than treasury shares and any shares of Company Common Stock held directly by ADI or Merger Sub) was converted into the right to receive 0.6300 (the “Exchange Ratio”) of a fully paid and non-assessable share of common stock, par value $0.16 2/3 per share, of ADI (the “ADI Common Stock”), and, if applicable, cash in lieu of fractional shares, subject to any applicable tax withholding. In addition, at the Effective Time, (i) all Company restricted stock units and Company restricted shares (excluding any Company restricted stock units and Company restricted shares that by their terms become vested and settled upon the Effective Time) outstanding as of immediately prior to the Effective Time were automatically converted into restricted stock units or restricted shares, as applicable, denominated in shares of ADI Common Stock based on the Exchange Ratio and (ii) all Company performance-based market stock units (“Company MSUs”) outstanding as of immediately prior to the Effective Time (other than any Company MSUs that by their terms vested and settled immediately prior to the Effective Time) were automatically converted into time-based restricted stock unit awards denominated in shares of ADI Common Stock based on (x) the number of shares of Company Common Stock subject to each Company MSU after giving effect to any applicable provisions in the award agreement governing the Company MSU with respect to a “change in control” and (y) the Exchange Ratio. Other than the foregoing adjustments, the awards governing such converted restricted stock units or restricted shares, as applicable, will generally remain subject to the same vesting and other terms and conditions that applied to the awards immediately prior to the Effective Time (including the terms and conditions of the Company’s applicable change in control plans).
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on July 13, 2020 and is incorporated by reference herein. A copy of the Merger Agreement has been included as Exhibit 2.1 to this Current Report on Form 8-K to provide investors with information regarding its terms and not to provide any factual information about the Company or ADI.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On August 26, 2021, the Company notified the NASDAQ Global Select Market (“Nasdaq”) of the consummation of the Merger and that each outstanding share of Company Common Stock had been converted into the right to receive ADI Common Stock. The Company requested that Nasdaq (i) halt trading of the Company Common Stock on Nasdaq prior to the open of trading on August 26, 2021, (ii) withdraw the Company Common Stock from listing on Nasdaq and (iii) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to report that the Company Common Stock is no longer listed on Nasdaq and to apply for the deregistration of the Company Common Stock under Section 12(b) of the Exchange Act. As a result, the shares of Company Common Stock, which previously traded under the symbol “MXIM,” will no longer be listed on Nasdaq.
