The Philippine Competition Commission (PCC) has approved the acquisition by Analog Devices, Inc. (ADI) of shares in Maxim Integrated Products, Inc. (Maxim), resulting in a merger of the two US-based semiconductor makers.
In its Commission Decision, the PCC merger review found that the transaction does not result in substantial lessening of competition in the semiconductor market due to the global nature of the transaction, thus having no hold among numerous global players competing in the industry.
The share acquisition will result in a merger through Magneto Corp. (Magneto), a wholly-owned subsidiary of ADI and Maxim, with Maxim surviving the merger and continuing as a wholly-owned subsidiary of ADI.
Under an all-stock transaction, Maxim’s shareholders will be entitled to receive 0.630 of a share of ADI’s common stock for each share of Maxim’s common stock they hold immediately prior to the closing of the transaction.
Post-merger, the shareholders of ADI are expected to own approximately 69% of the merged entity and the shareholders of Maxim will own approximately 31% of the merged entity.
ADI is engaged in the business of designing, manufacturing, and marketing analog, mixed-signal and digital signal processing technologies used in instrumentation, automation, communications, healthcare, automotive and other industries. On the other hand, Maxim produces a range of analog, mixed-signal and digital circuits used in automotive, wearables, and data center markets.
The parties argued that the merger will lead to efficiencies such that Maxim’s consumer-centered products will complement ADI’s industrial applications.
Moreover, the PCC found that the parties’ subsidiaries in the Philippines have limited business presence in the local market, where they export all their output to their respective parent entities and affiliates outside the country.
ADI and Maxim are both publicly-traded companies listed on the NASDAQ, with overseas operations including for-export fabrication, testing, and assembly sites in the Philippines. This includes Analog Devices (Philippines), Inc. and Analog Devices Gen. Trias, Inc. for ADI; and Maxim Philippines Holding Corp., Maxim Philippines Operating Corp., Maxim (IP) Enterprise Solutions (Philippine Branch), and Maxim Integrated Products International Sales Ltd. under the Maxim group.
Todate, The ADI-Maxim transaction is 210th transaction cleared by the PCC.