WILMINGTON, Mass .– (COMMERCIAL THREAD) – Analog Devices, Inc. (NASDAQ: ADI) today announced that it has entered into several Accelerated Share Buy-Back Agreements (ASRs) to repurchase up to $ 2.5 billion of the company’s common stock. The ASR deals will be made as part of the company’s current share buyback authorization, for which approximately $ 10 billion of authorization remains. ADI finances repurchases under ASR agreements from available cash.

Under the ASR agreements, ADI will receive initial deliveries of approximately 12.2 million shares on September 9, 2021, representing approximately 80% of the expected share repurchases under the ASR agreements, based on the closing price. company price of $ 163.27 on Sept. 7. , 2021. The final number of shares repurchased will be based on the volume-weighted average price of the ADI share over the term of the transaction, less a discount. ADI expects the buybacks to be finalized by the second quarter of fiscal 2022.

Updated outlook for the fourth quarter of fiscal 2021

For the fourth quarter of fiscal 2021, we now forecast revenue of $ 2.30 billion, +/- $ 70 million. ADI expects Maxim to contribute around $ 520 million in revenue to this updated outlook.

In the midst of this revenue outlook, we expect a reported operating margin of approximately 32.5%, +/- 130bp, and an adjusted operating margin of approximately 43.1%, +/- 90bp. . We expect reported EPS of $ 1.25 +/- $ 0.09 and Adjusted EPS of $ 1.69 +/- $ 0.09. This outlook assumes a diluted number of shares of approximately 487 million.

In the first full quarter after the combination, ADI expects its weighted average number of diluted shares to be approximately 530 million.

Adjusted EPS includes $ 0.44 of adjustments related to the net impact of acquisition expenses, acquisition transaction costs and restructuring expenses, net. This excludes acquisition-related expenses associated with the acquisition of Maxim, the impacts of which will be significant, as we cannot reasonably estimate the fair value adjustments of the assets and liabilities acquired at that time.

Our outlook for the fourth quarter of fiscal 2021 is based on current expectations and actual results may differ materially, due, among other things, to important factors discussed at the end of this press release. These statements supersede all prior statements regarding our business outlook set forth in previous ADI press releases, and ADI disclaims any obligation to update such forward-looking statements.

Special investor conference call and webcast

As a reminder, ADI plans to host a webcast to discuss its updated capital allocation priorities and the schedule for accreting acquisitions. The webcast is scheduled to begin around 8:30 a.m. Eastern Time on September 8, 2021 with Vincent Roche, President and CEO, Prashanth Mahendra-Rajah, Senior Vice President, Finance and CFO, and Michael Lucarelli , main director. of Investor Relations.

The webcast and accompanying presentation can be viewed live on the Internet on the Analog Devices Investor Relations website at Investor.analog.com, or by phone as follows:

Participant call (national and international): (833) 423-0297

Access code for international participant: 8334230297

* no password required for national calls

A replay of the conference call will be available approximately two hours after the call ends and can be viewed for up to two weeks, by dialing 855-859-2056 and entering the conference ID: 7115409.

The press release and archived version of the webcast will be available on Investor.analog.com.

About analog devices

Analog Devices, Inc. (NASDAQ: ADI) operates at the center of the modern digital economy, converting real-world phenomena into actionable information through its comprehensive suite of analog and mixed signals, power management, radio frequency ( RF), digital and sensor technologies. ADI serves 125,000 customers worldwide with more than 75,000 products in the industrial, automotive, communications and consumer markets. ADI is headquartered in Wilmington, MA. Visit http://www.analog.com.

Forward-looking statements

This communication contains “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements deal with a variety of matters, including, for example, statements about the timing and amount of early accelerated share repurchases; statements about our expected income, operating margin, earnings per share and other financial results; and statements as to the expected impact of the acquisition of Maxim on the business of the combined organization and future financial and operating results. Statements that are not historical facts, including statements about ADI’s beliefs, plans and expectations, are forward-looking statements. Such statements are based on ADI’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in forward-looking statements. Forward-looking statements often contain words such as “expect”, “anticipate”, “intend”, “plan”, “believe”, “will”, “estimate”, “,”. As variations or negatives of these words.The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: uncertainty as to the extent of the duration, and the impacts of the COVID-19 pandemic; political and economic uncertainty, including any hesitation in global economic conditions or the stability of credit and financial markets; erosion of consumer confidence and declining spending by customers; the unavailability of raw materials, services, supplies or e manufacturing capacity; changes in geographic scope or range of products or customers; changes in export classifications, regulations or import and export duties and tariffs; changes in ADI’s estimate of its expected tax rate based on current tax legislation; ADI’s ability to successfully integrate Maxim’s businesses and technologies; the risk that the expected benefits and synergies of the acquisition of Maxim and the growth prospects of the combined company will not be fully realized on time, if at all; adverse litigation outcomes, including the possibility of litigation related to the transaction; the risk that ADI may not be able to retain and hire key personnel; unforeseen difficulties or expenses related to the transaction, the response of business partners and retention following the transaction; uncertainty as to the long-term value of ADI’s common shares; and the diversion of management time on transaction-related issues. For more information on other factors that could cause actual results to differ materially from those described in forward-looking statements, please refer to the respective periodic reports of ADI and Maxim and other documents filed with of the Securities and Exchange Commission, including the risk factors contained in ADI’s statements. and the most recent quarterly reports from Maxim on Form 10-Q and annual reports on Form 10-K. Forward-looking statements represent the current expectations of management and are inherently uncertain and are made only as of the date hereof. Except as required by law, ADI does not undertake or assume any obligation to update forward-looking statements, whether as a result of new information or to reflect subsequent events or circumstances or otherwise.


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