Acquisitions

3 Months Ended

Jan. 30, 2021

Business Combinations [Abstract]

Acquisitions

Acquisitions

Proposed acquisition of Maxim Integrated Products, Inc.

On July 12, 2020, the Company entered into the Merger Agreement to acquire Maxim, an independent manufacturer of innovative analog and mixed-signal products and technologies. Under the terms of the Merger Agreement, Maxim stockholders will receive, for each outstanding share of Maxim common stock, 0.630 of a share of the Company’s common stock at the closing. The estimated merger consideration is approximately $27.0 billion based on the closing price of the Company's common stock on February 12, 2021. The value of the merger consideration will fluctuate based upon changes in the price of the Company's common stock and the number of shares of Maxim common stock, restricted stock awards and restricted stock unit awards outstanding on the closing date.

The transaction is subject to customary closing conditions, including receipt of certain non-U.S. regulatory approvals. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired. The Merger Agreement includes termination rights for both the Company and Maxim. The Company may be required to pay Maxim a regulatory termination fee of $830.0 million in cash if the Merger Agreement is terminated in certain circumstances involving the failure to obtain required regulatory approvals. On October 8, 2020, the required shareholder approvals relating to the Merger Agreement were obtained from both the Company's shareholders and Maxim's shareholders.

In the first three months of fiscal 2021, the Company incurred $15.2 million of transaction-related costs recorded within Selling, marketing, general and administrative expenses in the Company's Condensed Consolidated Statement of Income.

Maxim Merger Litigation

As previously disclosed, in August and September 2020, three lawsuits were filed against the Company and/or its board of directors in connection with the Company’s proposed acquisition of Maxim: (1) Joseph Post v. Maxim Integrated Products, Inc., et al., Case No. 1:99-mc-09999 (D. Del., filed August 24, 2020) (the Post Action); (2) Coe Living Trust v. Analog Devices, Inc., et al., Case No. 1:20-cv-11682 (D. Mass., filed September 11, 2020) (the Coe Action); and (3) Delman, et al. v. Stata, et al., Case No. 2082CV00864 (Mass. Sup. Ct., Norfolk Cnty., filed September 11, 2020) (the Delman Action). The Post Action was brought by a purported shareholder of Maxim against Maxim, the members of Maxim’s board of directors, the Company and a subsidiary of the Company. The Coe Action was brought by a purported shareholder of the Company against the Company and the members of the Company’s board of directors. The Delman Action was brought by two purported shareholders of the Company against the members of the Company’s board of directors. In exchange for certain disclosures that the Company and Maxim voluntarily made in Form 8-Ks filed on September 30, 2020, the plaintiff in the Post Action filed a notice of voluntary dismissal on October 8, 2020, the plaintiff in the Coe Action filed a notice of voluntary dismissal on October 22, 2020, and the plaintiffs in the Delman Action filed a notice of dismissal subject to court approval on October 1, 2020. In each case, the notices of dismissal did not affect the rights of any other shareholders.