WILMINGTON, Mass. — (BUSINESS WIRE) — September 7, 2022 — Analog Devices, Inc. (Nasdaq: ADI) (“ADI” or the “Company”) announced today that it commenced a private exchange offer to certain eligible holders (the “Exchange Offer”) for any and all outstanding 3.450% Senior Notes due 2027 (the “Maxim Notes”) issued by Maxim Integrated Products, Inc., a wholly-owned subsidiary of the Company (“Maxim”), for up to $500,000,000 aggregate principal amount of new notes to be issued by the Company (the “ADI Notes”) and cash.

The following table sets forth the Exchange Consideration (as defined herein), Early Tender Premium (as defined herein) and Total Consideration (as defined herein) for the Maxim Notes:

In conjunction with the Exchange Offer, the Company, on behalf of Maxim, is also soliciting consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Maxim Notes (the “Maxim Indenture”) to, among other things, eliminate from the Maxim Indenture (i) substantially all of the restrictive covenants (including the merger covenant), (ii) certain of the events which may lead to an “Event of Default” and (iii) the obligation to offer to repurchase the Maxim Notes upon certain change of control transactions (collectively, the “Proposed Amendments”). The Proposed Amendments with respect to the Maxim Notes under the Maxim Indenture require the consent of the holders of not less than a majority in principal amount of the Maxim Notes outstanding (the “Requisite Consents”). If the Requisite Consents are obtained for the Maxim Notes, any remaining Maxim Notes not tendered and exchanged for ADI Notes will be governed by the amended indenture. Any waiver of a condition by the Company with respect to the Exchange Offer will automatically waive such condition with respect to the Consent Solicitation. The Exchange Offer and the Consent Solicitation are being made pursuant to the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement dated September 8, 2022 (the “Offering Memorandum”).

The Exchange Offer and the Consent Solicitation will expire at 11:59 p.m., New York City time, on October 5, 2022, unless extended or terminated (the “Expiration Date”). Consents may not be revoked after the earlier of (i) 5:00 p.m., New York City time, on September 21, 2022, unless extended or terminated (the “Early Tender Date”), and (ii) the date the supplemental indenture to the Maxim Indenture is executed. The settlement date (the “Settlement Date”) for the Exchange Offer will be promptly after the Expiration Date and is currently expected to occur on or about October 7, 2022.

For each $1,000 principal amount of Maxim Notes validly tendered and not validly withdrawn prior to the Expiration Date, eligible holders of Maxim Notes will be eligible to receive $970 principal amount of ADI Notes and $1.00 in cash (the “Exchange Consideration”). In addition, for each $1,000 principal amount of Maxim Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date, eligible holders of Maxim Notes will be eligible to receive an early tender premium of $30 principal amount of ADI Notes (the “Early Tender Premium”). The total consideration, consisting of (a) $970 principal amount of ADI Notes and $1.00 in cash issued as Exchange Consideration plus (b) the Early Tender Premium of $30 principal amount of ADI Notes is herein referred to as the “Total Consideration.”

The ADI Notes will have the same interest rate, maturity date, redemption prices and interest payment dates as the Maxim Notes for which they are being offered in exchange. Except as otherwise specified in the Offering Memorandum, no accrued and unpaid interest is payable upon acceptance of any Maxim Notes for exchange in the Exchange Offer and the Consent Solicitation. The first interest payment on the ADI Notes will include the accrued and unpaid interest on the Maxim Notes from the date of the last interest payment made under the Maxim Indenture tendered in exchange therefor so that a tendering eligible holder will receive the same interest payment it would have received had its Maxim Notes not been tendered in the Exchange Offer and the Consent Solicitation; provided that the amount of accrued and unpaid interest shall only be equal to the accrued and unpaid interest on the principal amount of Maxim Notes equal to the aggregate principal amount of ADI Notes an eligible holder receives, which may be less than the principal amount of corresponding Maxim Notes tendered for exchange if such holder tenders (and does not subsequently withdraw) its Maxim Notes after the Early Tender Date.