• Highly complementary product portfolios create the industry’s most comprehensive suite of high-performance analog offerings
• Unique combination of engineering talent, technology, and application domain expertise creates unparalleled innovation and support partner for customers
• Best-in-Class financial model with strong free cash flow generation profile – expected to be immediately accretive to Analog Devices’ non-GAAP EPS and free cash flow

NORWOOD, Mass. & MILPITAS, Calif. — (BUSINESS WIRE) — July 26, 2016 — Analog Devices, Inc. (NASDAQ: ADI) (“Analog Devices”) and Linear Technology Corporation (NASDAQ: LLTC) (“Linear Technology”) today announced that they have entered into a definitive agreement under which Analog Devices will acquire Linear Technology in a cash and stock transaction that values the combined enterprise at approximately $30 billion⁽¹⁾. Upon completion of the acquisition, Analog Devices will be the premier global analog technology company with approximately $5 billion in anticipated annual revenues.

Under the terms of the agreement, Linear Technology shareholders will receive $46.00 per share in cash and 0.2321 of a share of Analog Devices common stock for each share of Linear Technology common stock they hold at the closing of the transaction. The transaction values Linear Technology at approximately $60.00 per share⁽¹⁾, representing an equity value for Linear Technology of approximately $14.8 billion⁽¹⁾.

“The combination of Analog Devices and Linear Technology brings together two of the strongest business and technology franchises in the semiconductor industry,” said Vincent Roche, President and Chief Executive Officer of Analog Devices. “Our shared focus on engineering excellence and our highly complementary portfolios of industry-leading products will enable us to solve our customers’ biggest and most complex challenges at the intersection of the physical and digital worlds. We are creating an unparalleled innovation and support partner for our industrial, automotive, and communications infrastructure customers, and I am very excited about what this acquisition means for our customers, our employees, and our industry.”

Bob Swanson, Executive Chairman and Co-founder of Linear Technology, added, “For 35 years, Linear Technology has had great success by growing its business organically. However, this combination of Linear Technology and Analog Devices has the potential to create a combination where one plus one truly exceeds two. As a result, the Linear Technology Board concluded that this is a compelling transaction that delivers substantial value to our shareholders, and the opportunity for additional upside through stock in the combined company. Analog Devices is a highly respected company. By combining our complementary areas of technology strength, we have an excellent opportunity to reinforce our leadership across the analog and power semiconductor markets, enhancing shareholder value. Together, Linear Technology and Analog Devices will advance the technology and deliver innovative analog solutions to our customers worldwide. We are committed to working with the ADI team to ensure a smooth transition.”

Compelling Strategic and Financial Benefits

• Global High-Performance Analog Industry Leader: Combination expected to create a global high-performance analog industry leader across data converters, power management, amplifiers, interface, and RF and microwave products
• Highly Complementary Businesses: Highly complementary product portfolios create the industry’s most comprehensive suite of high-performance analog offerings and expand Analog Devices’ total addressable market to $14 billion from $8 billion
• Leading Positions & Commitment to Customers: Combined company expected to be a leader across all major high-performance analog product categories and will have a shared commitment to providing customers with the highest levels of innovation, service, and support
• Accelerates Innovation and Revenue Growth in Attractive Markets: Unique combination of engineering excellence and domain expertise accelerates innovation and revenue growth opportunities in the industrial, automotive, and communications infrastructure markets
• Best-in-Class Financial Model: Value of innovation and engineering excellence reflected in best-in-class financial model, non-GAAP margins, and free cash flow
• Accretive Transaction: The transaction is expected to be immediately accretive to Analog Devices’ non-GAAP EPS and free cash flow. Analog Devices expects to achieve $150 million of annualized run-rate cost synergies within 18 months post transaction close

Mr. Roche concluded, “We have tremendous respect and admiration for the franchise created by Linear Technology. I have no doubt that the combination of our two companies will create a trusted leader in our industry, capable of generating tremendous value for all of our stakeholders."