XML 37 R21.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions
3 Months Ended
Jan. 28, 2017
Business Combinations [Abstract]  
Acquisitions
Acquisitions
Proposed acquisition of Linear Technology Corporation
On July 26, 2016, the Company entered into the Merger Agreement to acquire Linear. Under the terms of the agreement, Linear stockholders will receive, for each outstanding share of Linear common stock, $46.00 in cash and 0.2321 of a share of the Company’s common stock at the closing. Based on the number of outstanding shares of Linear common stock as of July 26, 2016 and the Company's 5-day volume weighted average price as of July 21, 2016, the value of the total consideration to be paid by the Company is estimated to be approximately $14.8 billion, to be funded with the issuance of approximately 58.0 million new shares of the Company’s common stock, approximately $9.0 billion from the bridge and term loan facilities and the remainder from proceeds received from the Company's issuance of the Notes.
On October 18, 2016, Linear stockholders approved the Merger Agreement. The Company has received antitrust clearance in the United States, Germany, Japan, Israel, Korea and Romania. The Company currently expects the transaction to be completed by the end of the second quarter of fiscal 2017, subject to receipt of the remaining required regulatory clearances and the satisfaction or waiver of the other conditions contained in the Merger Agreement. The Merger Agreement includes termination rights for both the Company and Linear. Under certain circumstances, including if the proposed merger is terminated due to a failure to obtain the required regulatory clearances, the Company may be required to pay Linear a termination fee of $700.0 million.
In connection with the planned acquisition, the Company has obtained bridge financing commitments, entered into the Term Loan Agreement and issued $2.1 billion of Notes. See Note 12, Debt, of these Notes to Condensed Consolidated Financial Statements for further information on these financing commitments. These sources of financing together with the issuance of the new shares of the Company's common stock are expected to be sufficient to finance the acquisition. During the first quarter of fiscal 2017, the Company incurred approximately $8.0 million of transaction-related costs recorded within SMG&A expenses in the Company's Condensed Consolidated Statement of Income.