Analog Devices, Inc. announced that its wholly-owned subsidiary Maxim Integrated Products, Inc. (Maxim) has received the requisite number of consents to adopt certain proposed amendments to the indenture governing Maxim's outstanding 3.450% Senior Notes due 2027. The results are based on early tenders in the offer to exchange any and all outstanding Maxim Notes for up to $500,000,000 aggregate principal amount of new notes to be issued by the Company and cash and the related solicitation of consents to adopt the Amendments to the indenture governing the Maxim Notes, commenced by ADI on September 8, 2022. The Amendments will become operative only upon the settlement of the Exchange Offer, which is expected to occur promptly after the Expiration Date.

The Exchange Offer and the Consent Solicitation will expire at 11:59 p.m., New York City time, on October 5, 2022, unless extended or terminated (the “Expiration Date”). ADI is hereby amending the terms of the Exchange Offer so that, for each $1,000 principal amount of Maxim Notes validly tendered for exchange (and not validly withdrawn) after the Early Tender Date but prior to the Expiration Date, eligible holders of Maxim Notes will now also be eligible to receive the Total Consideration. The Exchange Offer and the Consent Solicitation are being made pursuant to the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement dated September 8, 2022.

Documents relating to the Exchange Offer and the Consent Solicitation will only be distributed to eligible holders of Maxim Notes who complete and return an eligibility certificate confirming that they are either a “qualified institutional buyer” under Rule 144A or not a “U.S. person” and outside the United States under Regulation S for purposes of applicable securities laws. ADI has agreed to file a registration statement pursuant to which it will offer to exchange the ADI Notes for substantially similar new notes that are registered under the Securities Act of 1933 and, in certain circumstances, register the resale of the ADI Notes.