UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 5)
HITTITE
MICROWAVE CORPORATION
(Name of Subject Company (issuer))
BBAC CORP.
a direct
wholly owned subsidiary of
ANALOG DEVICES, INC.
(Names of Filing Persons (Offerors))
COMMON STOCK,
PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
43365Y104
(CUSIP Number
of Class of Securities)
Margaret K. Seif, Esq.
Vice President, General Counsel and Secretary
Analog Devices, Inc.
One
Technology Way
Norwood, Massachusetts 02062
(781) 329-4700
(Name,
address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
With
copies to:
Mark G. Borden, Esq.
Jay E. Bothwick, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston,
Massachusetts 02109
(617) 526-6000
CALCULATION
OF FILING FEE
|
|
|
Transaction valuation(1)
|
|
Amount of filing fee(2)
|
$ 2,470,564,631
|
|
$ 318,209
|
|
(1)
|
The transaction valuation is an estimate calculated solely for purposes of determining the amount of the filing fee. The transaction valuation was determined by multiplying (x) $78.00 (i.e., the per share tender offer
price) by (y) the sum of (a) 31,390,468, the number of shares of common stock (including shares subject to restricted stock awards) issued and outstanding, plus (b) 10,777, the number of shares of common stock issuable pursuant to outstanding stock
options, less the aggregate exercise price of such options, plus (c) 275,174, the number of shares of common stock subject to restricted stock units. The foregoing share figures have been provided by the issuer to the offerors and are as of June 19,
2014.
|
(2)
|
The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2014, issued August 30, 2013, by multiplying the transaction
value by 0.00012880.
|
x
|
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
|
|
|
|
Amount Previously Paid: $318,209
|
|
Filing Party: BBAC Corp.
|
Form or Registration No.: Schedule TO
|
|
Date Filed: June 23, 2014
|
¨
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
Check the appropriate boxes below to designate any transactions to which the statement relates:
|
x
|
third-party tender offer subject to
Rule 14d-1.
|
|
¨
|
issuer tender offer subject to
Rule 13e-4.
|
|
¨
|
going-private transaction subject to
Rule 13e-3.
|
|
¨
|
amendment to Schedule 13D under
Rule 13d-2.
|
Check the following box if the filing is a final amendment reporting the results of the tender offer:
x
If applicable, check the appropriate box(es) below to designate the appropriate rule
provision(s) relied upon:
|
¨
|
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
|
|
¨
|
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
|
This Amendment No. 5 (this
Amendment
) amends and supplements the Tender
Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission (the
SEC
) on June 23, 2014 (as amended by Amendment No. 1 filed with the SEC on June 27, 2014 (
Amendment
No. 1
), Amendment No. 2 filed with the SEC on July 11, 2014 (
Amendment No. 2
), Amendment No. 3 filed with the SEC on July 17, 2014 (
Amendment No. 3
), Amendment
No. 4 filed with the SEC on July 21, 2014 (
Amendment No. 4
) and this Amendment, the
Schedule TO
), which relates to the offer by BBAC Corp., a Delaware corporation (the
Purchaser
), a direct wholly owned subsidiary of Analog Devices, Inc., a Massachusetts corporation (
Analog Devices
), to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share
(each, a
Share
), of Hittite Microwave Corporation, a Delaware corporation (
Hittite
), at a price of $78.00 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon
the terms and subject to the conditions set forth in the Offer to Purchase, dated June 23, 2014 (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment, the
Offer to
Purchase
) and in the related Letter of Transmittal, copies of which are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Amendment is being filed on behalf of Analog Devices and the Purchaser. Capitalized
terms used and not otherwise defined in this Amendment shall have the respective meanings assigned to such terms in the Offer to Purchase.
Items 1
through 11.
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by
reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
At 12:00 midnight, New York
City time, at the end of July 21, 2014 (one minute after 11:59 p.m., New York City time, on July 21, 2014), the Offer expired as scheduled. The Offer was not extended. Following the expiration of the Offer, the Depositary advised the
Purchaser that, as of the expiration of the Offer, a total of 23,291,991 Shares were validly tendered and not properly withdrawn prior to the expiration of the Offer, representing approximately 74.2% of the currently issued and outstanding Shares.
As a result, the Minimum Condition has been satisfied. In addition, the Depositary advised the Purchaser that, as of such time, Notices of Guaranteed Delivery had been delivered for 1,966,797 Shares, representing approximately 6.3% of the currently
issued and outstanding Shares. All Shares that were validly tendered and not properly withdrawn prior to the expiration of the Offer have been accepted for payment.
Following the expiration of the Offer and acceptance for payment of the Shares on July 22, 2014, Analog Devices consummated the Merger
pursuant to the terms of the Merger Agreement and without a vote of the stockholders of Hittite to adopt the Merger Agreement in accordance with Section 251(h) of the DGCL. Pursuant to the Merger Agreement, at the Effective Time, the Purchaser
merged with and into Hittite, with Hittite continuing as the surviving corporation and a wholly owned subsidiary of Analog Devices. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than
(i) Shares owned by Analog Devices, the Purchaser or Hittite or any direct or indirect wholly owned subsidiary of Analog Devices, the Purchaser or Hittite, including all Shares held by Hittite as treasury stock, all of which were canceled, and
(ii) Shares owned by any stockholder of Hittite
2
who or which was entitled to demand, and properly demanded, appraisal rights pursuant to, and complies in all respects with, Section 262 of the DGCL) were converted into the right to receive
an amount in cash equal to the Offer Price, less any applicable withholding tax. The Shares were delisted from the NASDAQ Global Select Market effective as of the close of trading on July 22, 2014.
On July 22, 2014, Analog Devices issued press releases announcing (i) the expiration and results of the Offer, and (ii) the
consummation of the Merger. The press releases are attached as Exhibits (a)(5)(G) and (a)(5)(H), respectively, and are incorporated herein by reference.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibits:
|
|
|
(a)(5)(G)
|
|
Press Release issued by Analog Devices on July 22, 2014*
|
|
|
(a)(5)(H)
|
|
Press Release issued by Analog Devices on July 22, 2014*
|
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
Dated: July 22, 2014
|
|
|
|
|
BBAC CORP.
|
|
|
By:
|
|
/s/ Margaret K. Seif
|
|
|
Name:
|
|
Margaret K. Seif
|
|
|
Title:
|
|
Secretary
|
|
ANALOG DEVICES, INC.
|
|
|
By:
|
|
/s/ David A. Zinsner
|
|
|
Name:
|
|
David A. Zinsner
|
|
|
Title:
|
|
Vice President, Finance and Chief Financial Officer
|
4
EXHIBITS INDEX
|
|
|
(a)(5)(G)
|
|
Press Release issued by Analog Devices on July 22, 2014*
|
|
|
(a)(5)(H)
|
|
Press Release issued by Analog Devices on July 22, 2014*
|
5
Grafico Azioni Hittite Microwave (NASDAQ:HITT)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Hittite Microwave (NASDAQ:HITT)
Storico
Da Lug 2023 a Lug 2024