Analog Devices, Inc. (NASDAQ: ADI) today announced that it has
entered into multiple accelerated share repurchase (ASR) agreements
to repurchase up to $2.5 billion of the company’s common stock. The
ASR agreements will be completed under the company’s current share
repurchase authorization, which has approximately $10 billion in
authorization remaining. ADI is funding the repurchases under the
ASR agreements from available cash.
Under the terms of the ASR agreements, ADI will receive initial
deliveries of approximately 12.2 million shares on September 9,
2021, representing approximately 80% percent of the expected share
repurchases under the ASR agreements, based on the company’s
closing price of $163.27 on September 7, 2021. The final number of
shares repurchased will be based on ADI’s volume-weighted average
share price during the term of the transaction, less a discount.
ADI expects that the repurchases will be completed by the second
quarter of fiscal 2022.
Updated Outlook for Fourth Quarter of Fiscal 2021
For the fourth quarter of fiscal 2021, we are now forecasting
revenue of $2.30 billion, +/- $70 million. ADI expects Maxim to
contribute approximately $520 million of revenue to this updated
outlook.
At the midpoint of this revenue outlook, we expect reported
operating margin of approximately 32.5%, +/- 130 bps, and adjusted
operating margin of approximately 43.1%, +/- 90 bps. We are
planning for reported EPS to be $1.25, +/-$0.09, and adjusted EPS
to be $1.69, +/-$0.09. This outlook assumes a diluted share count
of approximately 487 million.
In the first full quarter after the combination, ADI expects its
weighted average diluted share count to be approximately 530
million.
Adjusted EPS includes $0.44 of adjustments related to the net
impact of acquisition related expenses, acquisition related
transaction costs and restructuring related expense, net. This
excludes acquisition related expenses associated with the Maxim
acquisition, the impacts of which will be significant, as we cannot
reasonably estimate the fair value adjustments of assets and
liabilities acquired at this time.
Our fourth quarter of fiscal 2021 outlook is based on current
expectations and actual results may differ materially, as a result
of, among other things, the important factors discussed at the end
of this release. These statements supersede all prior statements
regarding our business outlook set forth in prior ADI news
releases, and ADI disclaims any obligation to update these
forward-looking statements.
Special Investor Conference Call and Webcast
As a reminder, ADI plans to host a webcast to discuss its
updated capital allocation priorities and acquisition accretion
timeline. The webcast is scheduled to begin at approximately 8:30
a.m. Eastern Time on September 8, 2021 with Vincent Roche,
President and Chief Executive Officer, Prashanth Mahendra-Rajah,
Senior Vice President, Finance and Chief Financial Officer, and
Michael Lucarelli, Senior Director of Investor Relations.
The webcast and accompanying presentation may be accessed live
on the internet on Analog Devices’ Investor Relations website at
investor.analog.com, or by telephone as follows:
Participant Dial-In (domestic & international): (833)
423-0297 International Participant Passcode: 8334230297 *no
passcode required for domestic dial-in
A replay of the conference call will be available approximately
two hours after the call concludes and may be accessed for up to
two weeks, by dialing 855-859-2056 and entering the conference ID:
7115409.
Both the press release and archived version of the webcast will
be available at investor.analog.com.
About Analog Devices Analog
Devices, Inc. (NASDAQ: ADI) operates at the center of the modern
digital economy, converting real-world phenomena into actionable
insight with its comprehensive suite of analog and mixed signal,
power management, radio frequency (RF), digital and sensor
technologies. ADI serves 125,000 customers worldwide with more than
75,000 products in the industrial, automotive, communications, and
consumer markets. ADI is headquartered in Wilmington, MA. Visit
http://www.analog.com.
Forward-Looking Statements
This communication contains “forward-looking statements” within the
meaning of the federal securities laws. Forward-looking statements
address a variety of subjects, including, for example, statements
about the timing and amount of the anticipated accelerated share
repurchases; statements about our expected revenue, operating
margin, earnings per share, and other financial results; and
statements as to the anticipated impact of the Maxim acquisition on
the combined organization’s business and future financial and
operating results. Statements that are not historical facts,
including statements about ADI’s beliefs, plans and expectations,
are forward-looking statements. Such statements are based on ADI’s
current expectations and are subject to a number of factors and
uncertainties, which could cause actual results to differ
materially from those described in the forward-looking statements.
Forward-looking statements often contain words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “will,” “estimate,”
“would,” “target” and similar expressions, as well as variations or
negatives of these words. The following important factors and
uncertainties, among others, could cause actual results to differ
materially from those described in these forward-looking
statements: the uncertainty as to the extent of the duration, scope
and impacts of the COVID-19 pandemic; political and economic
uncertainty, including any faltering in global economic conditions
or the stability of credit and financial markets; erosion of
consumer confidence and declines in customer spending;
unavailability of raw materials, services, supplies or
manufacturing capacity; changes in geographic scope or product or
customer mix; changes in export classifications, import and export
regulations or duties and tariffs; changes in ADI’s estimate of its
expected tax rate based on current tax law; ADI’s ability to
successfully integrate Maxim’s businesses and technologies; the
risk that the expected benefits and synergies of the Maxim
acquisition and growth prospects of the combined company may not be
fully achieved in a timely manner, or at all; adverse results in
litigation matters, including the potential for litigation related
to the transaction; the risk that ADI will be unable to retain and
hire key personnel; unanticipated difficulties or expenditures
relating to the transaction, the response of business partners and
retention as a result of the transaction; uncertainty as to the
long-term value of ADI’s common stock; and the diversion of
management time on transaction-related matters. For additional
information about other factors that could cause actual results to
differ materially from those described in the forward-looking
statements, please refer to ADI’s and Maxim’s respective periodic
reports and other filings with the Securities and Exchange
Commission, including the risk factors contained in ADI’s and
Maxim’s most recent Quarterly Reports on Form 10-Q and Annual
Reports on Form 10-K. Forward-looking statements represent
management’s current expectations and are inherently uncertain and
are made only as of the date hereof. Except as required by law, ADI
does not undertake or assume any obligation to update any
forward-looking statements, whether as a result of new information
or to reflect subsequent events or circumstances or otherwise.
(ADI-WEB)
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version on businesswire.com: https://www.businesswire.com/news/home/20210907005961/en/
Investor Contact:
Mr. Michael Lucarelli 781-461-3282
investor.relations@analog.com
Media Contact:
Ms. Brittany Stone 917-935-1456 Brittany.Stone@teneo.com
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