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Filed by Maxim Integrated Products, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Dallas Semiconductor Corporation
Commission File No.: 000-16538
PRESS INFORMATION
FOR IMMEDIATE RELEASE
NASDAQ SYMBOL MXIM
NYSE SYMBOL DS
Contact: John F. Gifford, Chairman,
President and Chief Executive Officer
(408) 737-7600
Chao C. Mai
President and Chief Operating Officer
(972) 371-4000
MAXIM TO ACQUIRE DALLAS SEMICONDUCTOR
FOR APPROXIMATELY $2.5 BILLION IN STOCK
SUNNYVALE, CA and DALLAS, TX -January 29, 2001- Maxim Integrated
Products, Inc. (Nasdaq: MXIM), and Dallas Semiconductor Corporation (NYSE: DS),
today announced an agreement under which Maxim will acquire Dallas
Semiconductor, a leading provider of specialty semiconductors. Based on Maxim's
closing price on Friday, January 26, 2001, each outstanding share of Dallas
Semiconductor would be exchanged for 0.6163 of a share of Maxim, and Maxim would
issue approximately $2.5 billion of stock for all of the outstanding shares and
stock options of Dallas Semiconductor. Under the agreement, the actual exchange
ratio will be determined by a formula that is described below. This acquisition
is anticipated to be completed during the second quarter of calendar 2001 and is
subject to approval by Dallas Semiconductor's stockholders and compliance with
applicable regulatory requirements. In addition, this transaction is intended to
be accounted for as a pooling-of-interests and to qualify as a tax-free
reorganization. Because of this, Maxim will be rescinding its existing common
stock repurchase program prior
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to consummation of the transaction. Excluding one-time acquisition-related
expenses, Maxim expects the acquisition to be slightly accretive in its fiscal
2001 results.
"The synergy and growth opportunity of combining our organizations and
product lines was apparent to both sides from the start of our discussions,"
said Jack Gifford, Chairman, President, and Chief Executive Officer of Maxim.
"Dallas Semiconductor has many product lines that are complementary to Maxim's,
and we look forward to giving more visibility to Dallas Semiconductor's
excellent digital and mixed-signal circuits in both the domestic and the
international marketplaces." Mr. Gifford added, "We believe that the cultures of
the two companies are closely aligned in their focus on product proliferation
and engineering innovation. Dallas Semiconductor has an extremely talented group
of professionals, and there is no plan for a workforce reduction."
Dr. Chao C. Mai, President and Chief Operating Officer of Dallas
Semiconductor, commented: "We are excited about this transaction. After careful
deliberation, emphasizing leadership, engineering, culture, and product line
fit, we chose Maxim as the right partner. We share Maxim's strategic vision of
the market and customer needs. We believe that Maxim's worldwide selling,
applications, and marketing strengths should further enhance Dallas
Semiconductor's revenue growth and gross margins."
The exchange ratio will be determined by dividing a number of Maxim share
equivalents by the number of outstanding Dallas Semiconductor share equivalents
at closing (calculated using the treasury method). The number of Maxim share
equivalents will range linearly from 40 million share equivalents (if Maxim's
average closing price during a 10-day trading period ending two days prior to
closing is $61 per share or more) to 42 million share equivalents (if Maxim's
average closing price during the relevant trading period is $52 or less).
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Maxim and Dallas Semiconductor will host a conference call to discuss
this acquisition today at 1 p.m. ET, 10:00 a.m. PT. The two numbers that may be
used to access the call are (800) 406-5356 and (913) 981-5572.
ABOUT MAXIM
Established in 1983, Maxim Integrated Products is a worldwide leader in
design, development, and manufacture of linear and mixed-signal integrated
circuits (ICs). Maxim's circuits "connect" the real world and digital world by
detecting, measuring, amplifying, and converting real-world signals, such as
temperature, pressure, or sound, into the digital signals necessary for computer
processing.
ABOUT DALLAS SEMICONDUCTOR
Dallas Semiconductor manufactures specialty semiconductors focused in
three areas: Communications, I-Wire(R) and Network Computing, and Mixed Signal.
The Company combines proprietary fab and circuit technologies to create
innovative products that are sold to over 15,000 customers worldwide.
Applications include battery management, broadband telecommunications, wireless
handsets, cellular base stations, secure Internet communications, networking,
servers, data storage, and a wide variety of industrial equipment.
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Except for the historical information contained herein, matters discussed
in this release include forward looking statements that involve risks and
uncertainties, including risks associated with acquisition, such as the risk
that the closing conditions will not be satisfied, including the inability to
obtain the approval of Dallas Semiconductor's stockholders, matters arising in
connection with the parties' efforts to comply with applicable regulatory
requirements relating to the transaction, and the risk that the merger will not
be consummated. Forward looking statements regarding the expected benefits of
the transaction are
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subject to the following risks: that expected synergies will not be achieved,
that the businesses will not be integrated successfully, that merger costs will
be greater than expected, the inability to identify, develop, and achieve
success for new products, services, and technologies, the risk of loss of key
personnel of the acquired company, diversion of management attention from other
business concerns, risk of entering new markets associated with Dallas
Semiconductor's partners, including the risk of variations in quarterly
operating results due to the timing of significant orders and other factors,
significant current and expected additional competition and the need to continue
to expand product distribution, and risk that the foregoing and other factors
will not yield the expected accretion in the future. Further risks are detailed
from time to time in Maxim's SEC reports, including the Form 10-K for its fiscal
year ended June 24, 2000, and subsequent Form 10-Q and 8K filings and Dallas
Semiconductor's SEC reports, including the Form 10-K for 1999, and subsequent
Form 10-Q and 8K filings.
Additional Information: Maxim plans to file a Registration Statement on
SEC Form S-4 in connection with the merger and Dallas Semiconductor expects to
mail a Proxy Statement/Prospectus to its stockholders containing information
about the merger. Investors and security holders are urged to read the
Registration Statement and the Proxy Statement/Prospectus carefully when they
are available.
The Registration Statement and the Proxy Statement/Prospectus will
contain important information about Maxim, Dallas Semiconductor, the merger, and
related matters. Investors and security holders will be able to obtain free
copies of these documents through the web site maintained by the U.S. Securities
and Exchange Commission at http//www.sec.gov. In addition to the Registration
Statement and the Proxy Statement/Prospectus, Maxim and Dallas Semiconductor
file annual, quarterly, and special reports, proxy statements, and other
information with the Securities and Exchange Commission. You may read and copy
any
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reports, statements, and other information filed by Maxim and Dallas
Semiconductor at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the Commission's other public reference rooms in
New York, New York and Chicago, Illinois. Please call the Commission at
800-SEC-0330 for further information on public reference rooms. Maxim's and
Dallas Semiconductor's filings with the Commission are also available to the
public from commercial document-retrieval services and the web site maintained
by the Commission at http://www.sec.gov. The Registration Statement and Proxy
Statement/Prospectus and these other documents may also be obtained for free
from the parties.
Maxim, Dallas Semiconductor, and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the security holders of Dallas Semiconductor in favor of the merger. The
directors and executive officers of Maxim and their beneficial ownership of
Maxim common stock are set forth in the proxy statement for the 2000 annual
meeting of Maxim. The directors and executive officers of Dallas Semiconductor
and their beneficial ownership of Dallas Semiconductor common stock are set
forth in the proxy statement for the 2000 annual meeting of Dallas
Semiconductor. In addition, upon completion of the merger, M.D. Sampels, a
director of Dallas Semiconductor, will become a director of Maxim, the directors
and executive officers of Dallas Semiconductor own options to purchase shares of
Dallas Semiconductor common stock which will become vested and exercisable in
connection with the merger, and Maxim has agreed to provide indemnification and
director and officer liability insurance coverage to the directors and executive
officers of Dallas Semiconductor following the merger. Security holders of
Dallas Semiconductor may obtain additional information regarding the interests
of the foregoing people by reading the Proxy Statement/Prospectus when it
becomes available.
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