Analog Devices, Inc. (NASDAQ:ADI), a global leader in high-performance semiconductors for signal processing applications, and Hittite Microwave Corporation (NASDAQ:HITT), an innovative designer and manufacturer of high performance integrated circuits, modules, subsystems and instrumentation for RF, microwave and millimeter wave applications, today announced that the two companies have entered into a definitive agreement whereby ADI will acquire Hittite for $78 per share in cash. The closing price of Hittite’s common stock on June 6, 2014 was $60.56 per share.
This agreement reflects a total enterprise value for Hittite of approximately $2 billion. ADI expects to fund the acquisition through a combination of cash on hand and short-term debt financing. The Boards of Directors of each company have approved the transaction, which is expected to close near the end of ADI’s third fiscal quarter of 2014, subject to regulatory approvals and other customary closing conditions.
The transaction is expected to be accretive to ADI’s non-GAAP earnings per share.
“Hittite’s strength in RF, microwave, and millimeter wave technology complements ADI’s RF and signal conversion expertise,” said Vincent Roche, ADI President and CEO. “Our combined capabilities will enable us to bring more complete solutions to our customers and address more of the industrial, communications infrastructure, and automotive markets.”
“We welcome the very talented Hittite team, as we together leverage our strong product portfolios and customer relationships to create greater value for all our stakeholders,” said Mr. Roche.
Rick D. Hess, President and Chief Executive Officer of Hittite added, “We are delighted to join forces with ADI, a premier company that shares Hittite’s passion for solving complex challenges for customers. I look forward to joining Analog Devices and I am confident our combined efforts will accelerate the course of innovation throughout cellular and microwave communications infrastructure, automotive, industrial instrumentation, aerospace and defense.”
ADI also reaffirmed financial guidance for its third quarter of fiscal year 2014, for revenue to increase in the range of 1% to 5%, and excluding any one-time items, for diluted earnings per share to be in the range of $0.60 to $0.64.
Credit Suisse acted as exclusive financial advisor to Analog Devices, and WilmerHale served as its legal advisor. Deutsche Bank acted as exclusive financial advisor to Hittite. Foley Hoag acted as legal advisor.
Conference Call Information
ADI and Hittite will host a joint conference call on June 9, 2014 at 8am ET to discuss the acquisition. Presentation slides accompanying the webcast are also accessible at investor.analog.com.