Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - HITTITE MICROWAVE CORP | d740892d8k.htm |
| EX-99.5 - EX-99.5 - HITTITE MICROWAVE CORP | d740892dex995.htm |
| EX-99.3 - EX-99.3 - HITTITE MICROWAVE CORP | d740892dex993.htm |
| EX-99.2 - EX-99.2 - HITTITE MICROWAVE CORP | d740892dex992.htm |
| EX-99.1 - EX-99.1 - HITTITE MICROWAVE CORP | d740892dex991.htm |
| EX-3.1 - EX-3.1 - HITTITE MICROWAVE CORP | d740892dex31.htm |
| EX-2.1 - EX-2.1 - HITTITE MICROWAVE CORP | d740892dex21.htm |
 Communications
Meeting June 9, 2014
Exhibit 99.4 |
 2
Forward-Looking Statements
Important Additional Information Will Be Filed with the Securities and Exchange
Commission This presentation contains forward-looking statements, which
address a variety of subjects including, for example, the expected timetable for closing of the
transaction between ADI and Hittite Microwave Corporation, the expected benefits and
synergies of the transaction, and ADI’s expected product development and
technical advances resulting from the transaction. Statements that are not historical
facts, including statements about our beliefs and expectations, are forward-
looking statements. Such statements are based on our current expectations and are
subject to a number of factors and uncertainties, which could cause actual
results to differ materially from those described in the forward-looking
statements. The following important factors and uncertainties, among others, could cause
actual results to differ materially from those described in these forward-looking
statements: the closing of the transaction is subject to the tender of shares by Hittite
Microwave Corporation stockholders representing at least a majority of the outstanding
fully-diluted shares; the receipt of regulatory approvals, and other closing
conditions, the non-satisfaction of which may delay or prevent the closing of the
transaction; higher than expected or unexpected costs associated with or relating to
the transaction; the expected benefits, synergies and growth prospects of the
transaction may not be achieved in a timely manner, or at all; Hittite Microwave
Corporation’s business may not be successfully integrated with ADI’s
following the closing; and disruption from the transaction may adversely affect Hittite
Microwave Corporation’s relationships with its customers, suppliers or employees.
For additional information about factors that could cause actual results to differ
materially from those described in the forward-looking statements, please refer to
both ADI’s and Hittite Microwave Corporation’s filings with the Securities and
Exchange Commission, including the risk factors contained in each of ADI’s and
Hittite Microwave Corporation’s most recent Quarterly Reports on Form 10-Q.
Forward-looking statements represent management’s current expectations and are
inherently uncertain. Except as required by law, we do not undertake any
obligation to update forward-looking statements made by us to reflect subsequent
events or circumstances.
This presentation is neither an offer to purchase nor a solicitation of an offer to
sell shares of Hittite Microwave Corporation. At the time the tender offer is
commenced, ADI will file with the Securities and Exchange Commission (“SEC”)
and mail to Hittite Microwave Corporation’s stockholders a Tender Offer
Statement and Hittite Microwave Corporation will file with the SEC and mail to its
stockholders a Tender Offer Solicitation/Recommendation Statement in connection
with the transaction. These documents will contain important information about ADI, Hittite Microwave Corporation, the transaction and other related
matters. Investors and security holders are urged to read each of these documents
carefully when they are available. Investors and security holders will be able to
obtain free copies of the Tender Offer Statement, the Tender Offer
Solicitation/Recommendation Statement and other documents filed with the SEC by ADI and
Hittite Microwave Corporation through the website maintained by the SEC at
www.sec.gov. In addition, investors and security holders will be able to obtain free
copies of these documents from ADI or Hittite Microwave Corporation by contacting
ADI’s Director of Investor Relations at Analog Devices, Inc., One Technology
Way, Norwood, Massachusetts 02062; telephone: 781-461-3282 or by contacting
Hittite Microwave Corporation’s Chief Financial Officer at Hittite Microwave
Corporation, 2 Elizabeth Drive Chelmsford, Massachusetts 01824; telephone:
978-250-3343. |
 Why are we here?
Hittite is an extremely successful
business that has been built through
the hard work and dedication of its
employees for 29 years
We should all be proud of what has
been created and the role that we
and others who have moved on
played in creating this business
3 |
 Today’s
Announcement ADI announced its intent to acquire Hittite
ADI will offer our shareholders $78 per share for Hittite stock
After
the
tender
offer
is
complete
and
regulatory
approvals
have
been
received, Hittite will become a part of ADI near the end of July
4 |
 Analog Devices, Inc.
(ADI) Highlights
5
* Financial data based on FY2012
Long History
Innovation Centric
Diverse Business
Dedicated Workforce |
 ADI Strategy
6
Diversify Across
Industrial,
Automotive
& Communications
Lead in Signal
Processing
Technology
Converter
Leader
High Performance
Amplifier
Leader
Sustain Growth,
High Profits &
Strong
Balance Sheet |
 ADI + Hittite
7
ELECTROMAGNETIC FREQUENCY SPECTRUM
Magnetic
Resonance
Imaging (MRI)
Wireless Data,
Toll Tags
Cellular
2G, 3G, 4G
CATV & Cable
Modem
RFID,
Telematics
GPS
DVB,
Satellite
Radio
WiMAX
Wireless LAN
Access Points
Test
Equipment
Short Haul
SDH / PDH
Radio Links
Satellite
Payload
Comms &
Telemetry
Consumer
& Industrial
VSAT
24G
Advanced
Driver
Assistance
Systems
Scientific
Imaging &
Measurement
SATCOM
Terminal
Eband
Pt-to-Pt
Systems
77G
Advanced
Driver
Assistance
Systems
VBand
Pt-to-Pt
Systems
Military
Radar &
Counter-
Measures
DBS,
Industrial
Imaging
5G
Comms
Radio Wave
Microwave
Millimeter Wave
0 GHz
6 GHz
20 GHz
110 GHz
COMBINED CAPABILITIES |
 Cellular
infrastructure Microwave
Broadband
Fiber Optic Networks
Communications Infrastructure
Test and
Measurement
Aerospace
Defense
Industrial
Advanced Driver
Assistance Systems
Automotive
ADI + Hittite
Expands Opportunities within Industrial, Communications, and Automotive
Strong technology
and expertise
Highly
sophisticated
solutions earn
high profits
Expands
addressable
market
8 |
 At closing, we will
combine the Hittite and ADI teams into a new RF Business Unit, becoming part of the
ADI Product and Technology Group
9
Analog Devices Functional Leaders
Sales
Manuf
Analog Mixed Signal
Gorken Guven
RF/MW
Greg Henderson
ADI RF Group
RF Business Unit
Rick Hess
WW
Sales
WW
Manuf
Finance
& Admin
Finance
& Admin
Current Analog Devices
Current Hittite
Mktg
Mktg
Modules, Subsystems,
Space
Bryan Goldstein |
 ADI + Hittite
Adds significant revenue growth
in key markets by expanding frequency
coverage
Creates significant scale
Provides the technology and expertise
required to address mega trend of
ubiquitous connectivity
10 |
 ADI + Hittite:
What’s Next? For All Employees
of Hittite and ADI
Business as usual. Until the
acquisition closes, we are
separate companies operating
independently
Intranet Postings will keep you
updated when new information
comes available
Reach out to your manager or
vice president for further
discussion
In Terms of the
Integration Process
Assembling teams of Hittite
and ADI employees to develop
a comprehensive plan that
leverages all of our strengths,
both Hittite and ADI
Expect most functional teams
will provide more information
after the acquisition is
complete (targeted for the end
of July 2014)
11 |
 Transfer ownership of
assets Consolidate business operations
Agreements on pricing
Agreements on product/service offerings
Agreements to restructure customer
or supplier relationships
In
addition,
we
each
have
non-disclosure
obligations
in
our
arrangements
with
third
parties, such as suppliers and customers. Continue to follow your current policies
regarding
business
relationships
and
when
in
doubt,
consult
your
manager
or
vice
president for guidance.
Call your customers and convey how they
will benefit from the acquisition, but make
clear its business as usual until closing
Continue to close business to meet or
exceed sales targets
Compete aggressively against ADI
just as you would have before today
Participate in transition activities as
directed by management
Contact your manager or vice president
for guidance when questions arise.
Do’s and Don’ts During This Period
While regulatory review is pending, ADI and Hittite remain competitors and must conduct
their business as usual |
 Compensation In the
New Organization Our cash compensation will not change as we join Analog
Devices No change to base pay or your opportunity for an increase on your service
anniversary No change to your opportunity to earn rewards through our bonus
plans Over
time,
we’ll
be
moving
to
Analog
Devices’
benefits
plans
Both companies provide excellent benefits coverage
We’ll stay on our current plans through the end of the year
Your
Hittite
service
will
count
toward
any
benefit
programs
with
service
requirements
One
immediate
change
in
US
benefits
is
we
join
the
Analog
Devices’
401K
plan at closing…enjoying a larger company contribution of up to 8% and
immediate vesting of Hittite’s matching contributions
The value of any unvested Hittite stock will be converted
at $78 per share to the same value in Analog Devices
awards at closing and will maintain your current vesting schedule
In the weeks to come, we’ll be sharing additional details
13 |
 14 |
 Thank You
June 9, 2014 |
 16
Questions |