FAQs
Last Updated: 1/30/2018
On March 10, 2017, Analog Devices, Inc. (NASDAQ: ADI) announced the completion of its acquisition of Linear Technology. This announcement was the culmination of a definitive agreement entered into by ADI in 2016 to acquire Linear Technology in a cash and stock transaction that valued the combined enterprise at approximately $30 billion1. With Linear Technology now officially part of ADI, the combined company is the premier high-performance analog technology leader across all key analog product categories, with annual revenues of approximately $5 billion.
1Based on Analog Devices’ 5 day volume weighted average price of $60.3215 as of July 21, 2016 per Bloomberg.
In this competitive market, customers are looking for partners in their innovation, engineering, and world-class supply chain support; not just suppliers. The Linear portfolio of technologies and products is highly complementary to ADI’s portfolio and the combination creates the industry’s most comprehensive suite of high-performance analog offerings, including best-in-class converters, signal conditioning, RF and microwave, power, and sensors. More importantly, the combination of two of the industry’s leading engineering teams creates an unparalleled innovation engine that allows the combined company to better support and enhance customers’ internal engineering capabilities and give them a significant competitive advantage as they go to market. Finally, together, we have the financial foundation to continue investing in developing the technology and solutions to solve our customers’ most difficult challenges.
No. ADI’s goal is not to be “all things to all people,” but rather to deliver the specific high-performance analog technologies that enable us to address our customers’ toughest analog challenges and innovate and grow faster than our peers.
The transaction was unanimously approved by the boards of directors of both companies and by LTC shareholders (no ADI shareholder vote was necessary). In addition, we secured regulatory approvals from all required countries.
The combined company will continue to be called Analog Devices, Inc. Within the first six months after close, a new brand will be established for Analog Devices’ power portfolio -- Power by Linear.
ADI’s primary focus in the near term will be to continue successfully integrating ADI and Linear Technology. We will also consider doing smaller, tuck-in transactions, such as our recent acquisitions of Innovasic and the Cyber Security Solutions business of Sypris Electronics, to obtain technologies and businesses that allow the company to complement and grow its existing business and enhance our market competitiveness.
ADI’s strategy for growth is focused on building out our base of high-performance analog technologies and products while we “move up the stack” to provide the software, analytics, security and connectivity that turn analog data into information. The addition of the Linear portfolio of technologies and products to ADI’s portfolio dramatically builds out our base and creates the industry’s most comprehensive suite of high-performance analog offerings. With the combination of our technology portfolios and two of the best engineering teams—not just in analog but in all of technology—ADI has the capability to solve much larger, more complex problems with a much broader and deeper solution set for customers.
The Linear portfolio contains a large number of high performance products aimed at power management, data conversion, and signal conditioning applications. In addition, the Linear highly integrated power management devices and uModule power system in package solutions provided their customers complete power solutions. Linear had also developed application specific products in areas such as Battery Management and Charging, Digital Power System Management and Wireless Sensor Networking. While Linear did not make any processors of the kind that are typically required in complete system solutions, they did work closely with a very large customer base in order to develop products that help solve system challenges.
No. ADI will continue to focus on complex problems in consumer where we can apply our innovation to solve problems that matter to the user experience and where our innovation can sustain a position over multiple generations.
All employees should follow the following NDA procedures:
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NDAs must be executed by ADI and a third party prior to any disclosure or exchange of confidential information between the parties. Employees should try to use the ADI NDA template (provided below) rather than any NDA offered by the other party because our NDA covers all confidential information of ADI and its subsidiaries (including LTC), is very reasonable and legal review can be avoided. The ADI NDA template has also been updated in connection with the LTC acquisition and reflects the “best of both” approach.
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If the parties use the ADI NDA template without modification, then no review is required by the Legal Department.
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Legal review of an NDA is required when:
- the other party requests edits to the ADI NDA template, or
- any non-ADI NDA form will be used (e.g., a customer NDA).
Please contact Robin Wilkinson in the Legal Department to receive the legal review (robin.wilkinson@analog.com or 781-461-3327).
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NDAs are to be signed on behalf of ADI by the most senior ADI (including LTC and other subsidiaries) employee involved in the business transaction covered by the NDA.
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Once both parties have signed the NDA, please return a fully signed copy to Robin Wilkinson in the Legal Department for filing. This can be done by email, and a hard copy original is not necessary.
Export Compliance Note:
Regardless of what form of NDA is used, if non-U.S. parties are included in any part of the NDA (including situations where the NDA is signed in the United States but actual technical exchanges will occur outside of the United States), the Export Compliance Department must be notified to determine if any export licensing issues need to be addressed. If it is determined to be required, copies of signed “Statements of Assurance” are to be provided to the Export Compliance Department prior to any technical exchanges.
To access a word document of the NDA form, click here; for a PDF version of the NDA form, click here.
All existing LTC NDAs will remain in effect and enforceable post-closing. The LTC form of NDA will protect LTC confidential information as well as ADI confidential information (as that form of NDA clearly applies to LTC and its “affiliates”). We will not need to replace any of those NDAs, other than in the ordinary course as they expire.
Any existing LTC NDAs that are on a third party’s form will need to be reviewed carefully to see if they apply to LTC “affiliates”. If they do not, then we need to check to see if ADI has an effective NDA in place with the third party. If not, then we should get a new NDA (using the updated ADI NDA template if possible) in place prior to any disclosure or exchange of any confidential information to ensure that all ADI confidential information is protected.
If you have any questions about the ADI NDA template or the NDA procedures, or need assistance with an NDA, please contact Robin Wilkinson in the Norwood office at robin.wilkinson@analog.com or at 781-461-3327.
Yes, we will continue our work of implementing best practices from the legacy Linear organization and ADI to build a new optimized operating system for the company.
There are two Linear internal wafer fabs, one located in Milpitas, California and another facility in Camas, Washington. Both facilities produce 6-inch wafers and the manufacturing processes used in each fab are similar. The main process includes high speed bipolar, CMOS, and BiCMOS in addition to some proprietary complementary bipolar processes. A small portion of the Linear wafer supply is sourced via external foundries to access lower geometries beyond their internal capabilities. A Linear captive probe and assembly operation in Penang, Malaysia services approximately 80% of assembly manufacturing, with the balance supported by assembly subcontractors. The Linear final test operation is based in Singapore and some products are sent to the Milpitas site for test and final processing. The Singapore facility also serves as a warehouse and distribution center with the majority of products shipped from Singapore to end customers.
While the Linear manufacturing capabilities have predominantly focused on silicon-based processes, a micro modules capability was developed, utilizing advanced packaging and integration technologies to deliver “system in package” solutions in a variety of functions such as micro module regulators, LED drivers, and battery chargers.
We recognize that this is an issue that is on many of our employees’ minds. Please know that as we proceed through the integration process, we will be carefully reviewing our combined company’s facility needs and one of our guiding principles will be ensuring that any decisions we make do not negatively impact our ability to continue providing superior levels of support to our customers.
Again, we recognize that this is an issue that is on many of our employees’ minds. It is still too early in our integration process to know what our ultimate workforce needs will be – across any of our functions – but as Vince has indicated, our guiding principle will be to preserve and maximize our ability to successfully develop innovative products, deliver them to market, and fully support our customers. We will not make any changes that could compromise that ability. In addition, any employees affected will be treated respectfully and provided appropriate support.
ADI manufacturing works on both a 7/24 Continuous Operations Schedule (COP) as well as five day week schedule. The COP workers are typically those that are directly involved in the wafer manufacturing process.
The Linear headquarters was located in Silicon Valley in Milpitas, California. Linear wafer manufacturing facilities are located in Milpitas (Hillview) and Camas, Washington; test facilities in Singapore; and assembly in Penang, Malaysia. Linear field applications and sales facilities are located worldwide, as well as thirteen design centers in various locations around the U.S. and in Munich, Germany, Singapore and Hangzhou, China.
ADI’s headquarters are located near Boston in Norwood, Massachusetts. In addition, ADI has manufacturing facilities in Massachusetts, Ireland, and the Philippines, and has more than thirty design facilities worldwide. ADI sells its products globally through direct sales offices, sales representatives and/or distributors in more than 40 countries outside North America.
Analog Devices’ headquarters will remain in Norwood, MA.
The intention is to combine locations where it makes sense to foster collaboration and focus on superior innovation and those decisions will be well thought out and communicated far in advance of any moves.
The Wafer fab strategic team (Denis Doyle, VP Internal Frontend Operations and Technology, Alex McCann, VP Linear Operations) announced the future closure of the Hillview Operations (6-inch wafer fab and High Reliability Assembly) in February 2021.
Previous messaging stated that ADI was unlikely to require four internal fabs in five years, but it has been determined that we will require the four fabs for the next three years. By announcing this decision and our plans on January 22, however, ADI is providing as much certainty and clarity as possible to all employees across the four internal fab sites, as well as providing assurance to our customers that there will be no impact to their supply.
Demand for products on older internal silicon technologies will reduce over the coming years, although exact demand and timing is uncertain. Currently, ADI has four internal wafer fab operations:
- 6” Wafer fab in Camas, Washington
- 8 “ Wafer fab in Limerick, Ireland
- 6” Wafer fab in Hillview Drive, Milpitas, California
- 6 “/8“ Wafer fab in Wilmington, Massachusetts
The capacity of these four separate sites will not be required in the future for the existing or planned product base. Sufficient future capacity including upside for the power business can be obtained from ADI’s current supply chain including the three remaining internal fab locations.
The decision to choose the Hillview site was made based on the following criteria ONLY:
- The Hillview operation in the smallest with limited possibilities for expansion.
- The technologies and products run in Hillview can be transferred to other locations which have the processing technologies and capacity available already (i.e., Camas and Vanguard).
The decision to close Hillview is NOT a reflection of the excellent operational performance of Hillview, the relative cost of the operation nor the talent and dedication of the employees.
The products currently running in Hillview will be transferred to a mix of internal and external fabs, within ADI’s existing supply chain.
Yes, the High Reliability Assembly Operation is affected. It too will close with the Hillview facility and the operation transferred to other parts of ADI’s internal supply chain.
No products will be obsoleted due to the Hillview fab closure.
There is sufficient capacity, to include upside demand on the Power business, within the existing ADI supply chain and with the remaining three internal fab locations.
All technologies are either currently or will be available at the time of closure in other locations within the existing ADI supply chain.
The closure of the Hillview fab is planned for February 2021.
Up until the time of closure, the intention is to run the Hillview fab as normal under the regular business cycles.
All Hillview-based employees, with the exception of Chris Knorr’s process development group will be impacted.
The process development team will continue to develop state-of-the art Power process technologies to serve ADI’s power market, regardless of where this technology is manufactured. Additionally, this group will continue to provide support to the existing process technologies.
Alex McCann, (VP Linear Operations) and Steve Lattari, (VP BE Operations) announced the draw down and closure of the Singapore Test Facility, commencing no sooner than February 2019 and estimated to take up until Feb 2022 (four yrs.) This decision effects the production test operation and associated support functions. It does not impact the Singapore Design Center, which will be relocated.
These actions are a result of a comprehensive review of our overall backend (BE) strategy which initiated at the close of the Linear Technology acquisition last March. That review concluded that we did not need three internal backend factories to meet our strategic mission.
There were many factors which influenced the decision to close Singapore. All three of ADI’s internal BE factories are high-performance operations with outstanding performance. Each of the internal factories were assessed on their capacity, core capabilities and cost structure, along with the feasibility to transfer those capabilities to the other sites and external partners in our supply chain. Ultimately, our decision maximizes the value proposition for internal BE factories and alignment with the long- term manufacturing strategy for ADI.
The products currently running in Singapore will be transferred to the other ADI sites and our external OSAT (Out-Sourced Assembly and Test) partners.
No products will be obsoleted due to the Singapore Test closure.
Our internal and external supply chain has the ability to expand capacity to meet future demand as required.
No. Most of the manufacturing process technologies (i.e.: automated final testing of packaged products) exist in both sending and receiving sites. Where there are unique capabilities (power product testing); these will be comprehended and built into the schedule.
We estimate that the closure will take place between Feb 2020 and Feb 2022. A more detailed plan will be formulated by the end of 2Q18.
There will be no impact on staffing or capacity in the Singapore Operation for at least twelve months. Once the phased reductions take place, the operation will be scaled to the level of demand.
All production and related support organizations will be impacted by the decision to close Singapore. The Design Center staff will not be impacted and will be transferred to a new location in Singapore TBD.
The success of our company depends on the dedication and hard work of our employees around the world. Analog Devices rewards those efforts and allows our employees to share in the success of the company. As part of the acquisition we agreed to keep Linear’s employee compensation largely unchanged for the first 12 months through March 10, 2018, including LTC’s profit sharing bonus throughout that time.
As part of the integration of LTC and ADI, we are planning to extend Linear’s profit sharing plan until the end of ADI’s second fiscal quarter (May 5, 2018). Bonus payments will be delivered to employees in June 2018. For details about compensation plans beyond the first 12 months, including the 2H FY2018 ADI Bonus plan, click here.
Analog Devices has agreed to keep Linear employee compensation largely unchanged for at least the first 12 months after close. For details about compensation plans beyond the first 12 months, please click here.
As part of the acquisition we agreed to keep Linear’s employee compensation largely unchanged for the first 12 months through March 10, 2018, including LTC’s profit sharing bonus throughout that time.
As part of the integration of LTC and ADI, we are planning to extend Linear’s profit sharing plan until the end of ADI’s second fiscal quarter (May 5, 2018). Bonus payments will be delivered to employees in June 2018. For details about bonus plans beginning in the second half of FY2018, please click here.
At closing, each vested LTC share will be converted to $46 and 0.2321 ADI shares, with the aggregate number of ADI shares delivered to each shareholder rounded down to the nearest whole number and any fractional share paid in cash. The cash and ADI shares you receive for your vested LTC shares will be deposited into your E*TRADE account.
All unvested Linear restricted stock unit awards (RSUs) and restricted share awards (RSAs), granted on or before July 22, 2016 will convert into two adjusted ADI awards:
- An adjusted cash award representing the right to receive $46 in cash for each unvested LTC unit or share; AND
- An adjusted RSU or RSA, as applicable, relating to 0.2321 ADI shares for each unvested LTC unit or share (rounded to the nearest whole number of ADI shares).
All unvested RSUs and RSAs granted after July 22, 2016 will convert to an adjusted RSU or RSA, as applicable, relating to 0.9947 ADI shares for each unvested RSU or RSA (rounded to the nearest whole number of ADI shares).
The vesting schedule for these adjusted awards will generally remain the same as for the current award.
Adjusted RSAs will retain dividend rights for future dividends on unvested ADI shares. Adjusted RSUs will not have dividend rights just as current LTC RSUs do not have dividend rights.
You are not required to close your existing E*TRADE account, but you are welcome to transfer any existing vested ADI shares that you hold in your E*TRADE account to your new Fidelity account if you wish.
The LTC ESPP was terminated in December 2016 by the LTC Board of Directors. ADI does not offer an ESPP program.
Linear’s existing U.S. health and insurance benefits plans and Employee Assistance Plan will remain in place through the 2017 calendar year. We will be evaluating the differences in the employee benefit plans between Analog Devices and Linear worldwide and making decisions on how to harmonize them in the combined company. As always, we will share any decisions that are made as soon as we can.
You will continue your eligibility for the Linear 401(k). Your existing contribution and investment allocations will not change, and your contributions and the company contributions will continue to be made to the Linear 401(k) plan with Transamerica through 2018. You will not become eligible to take a distribution or rollover from your Linear 401(k) account because of the acquisition by Analog.
The Linear 401(k) plan will eventually be merged into The Investment Partnership Plan of Analog (“TIP”), which is Analog’s 401(k) plan with Fidelity Investments. You will not be eligible to take a distribution or rollover from your Linear 401(k) in connection with the plan merger, and your balances in the Linear 401(k) plan will automatically transfer to the TIP plan so you will have one consolidated 401(k) account. You’ll receive further information about the details of the 401(k) plan merger in later 2018.
Loans – repayments to any outstanding 401k loans will continue as normal through the Linear 401(k) plan with Transamerica. We will provide more information regarding outstanding loans prior to the plans being merged.
Linear’s current vacation plan will remain in place through the 2018 calendar year. We will be evaluating the differences in the paid time off plans between Analog Devices and Linear and making decisions on how to harmonize them in the combined company. As always, we will share any decisions that are made as soon as we can.
We have decided to grandfather the sabbatical program for all eligible Linear employees as of the close date of the transaction. This means that if you are a Linear employee today, your sabbatical program will not change once we combine our companies. You will continue to accumulate and be able to exercise your sabbaticals in accordance with Linear’s updated policy. We are still considering whether new hires in the combined company will be eligible for this benefit and whether we will implement sabbaticals globally as an option for Analog Devices employees as well.
In general, ADI will use your LTC hire date for purposes of determining service-based benefits.
ADI’s current Rehire Policy will apply and ADI will reinstate prior ADI service for the purpose of calculating ADI benefits. You will receive your prior ADI service and your LTC service which will be counted for the benefits that use adjusted service, such as vacation accrual, after the benefits of legacy ADI and legacy LTC are harmonized. However, please note the additional legacy ADI service credit does not impact your current LTC benefits, such as vacation or sabbatical.
Example:
You were hired by ADI in 2011. You left ADI in 2015 and you were active on the day of the close (March 10, 2017). When the benefit programs for the combined company are effective, you will receive credit for the 4 years of ADI service (plus 2 years of LTC service) because you are within the rehire policy timeframe of 5 years from your last day of work with ADI. Your current vacation and sabbatical accruals under legacy LTC’s policies will not change.
If you left ADI greater than 5 years from closing date (pre-March 10, 2012):
If you left ADI before March 10, 2012 and are a legacy LTC employee at closing, you will receive LTC credit only as your timing is beyond the rehire policy timeframe and you will not receive reinstatement of prior ADI service (except in the case of 401k (TIP) vesting when the 401k plans are merged in the future).
Example:
You were hired by ADI in 2004. Then left ADI in 2010 to work at LTC and you were active on the day of the close (March 10, 2017). You will receive credit for your LTC service from 2010 through the day of the close. The ADI service from 2004 – 2010 will not be counted because you are beyond the 5 year timeframe of the ADI rehire policy.
In general, ADI will use your LTC hire date for purposes of determining service-based benefits.
Any employee traveling on business for ADI is covered under our Business Travel Accident Insurance.
Additionally, if you are traveling outside your home country for business, Analog Devices provides you with comprehensive health and security protection whenever you travel outside of your home country on business, anywhere in the world, 24/7.
For more details on these plans and to print out your ID cards, please click here.
Please follow existing hiring processes in your local market.
In process campus recruitment will continue. We will begin to go to campus as a combined presence this spring. The final list of schools for fall recruiting will be decided Summer ’17.
Please see additional documentation regarding immigration on the microsite.
For the most part, LTC company policies will remain unchanged on Day 1. As time progresses, policies for the combined company will be developed that encompass updated country and local legislation, the industry’s best practices, as well as a “best of both” approach based on the historical practices of the two companies. As always, we will share any decisions that are made as soon as we can. Please raise any specific policy questions with your manager or local HR representatives.
Policy decisions will be shared with management and published in written form. Updates will be accessible on line over the company intranet and kept electronically for reference as needed. Questions on policies should be directed to your manager or local HR representatives. Links will be provided for contacting an appropriate resource should mangers or HR staff need assistance with a policy interpretation.
During the integration planning process, we realized that we are far more similar than anyone expected or even imagined:
- We both believe innovation drives business growth
- We both are passionate about the success of our customers
- We both believe product, application, market, and customer diversity is the path to success
- We both pursue operational excellence and hold ourselves to high standards in terms of quality, reliability, and supply chain
- And we both recognize our people are our greatest asset and treat our people accordingly
We are committed to working together to combine the very best aspects of both companies to create something greater than the sum of its parts, and that applies equally to our culture. To that end, we have continued conducting additional research, through surveys and focus groups, to learn more about the two companies’ cultural similarities and differences and plan to leverage these learnings into all integration work across every function. Our goal is to work together to combine the strengths of both companies’ cultures to create something extraordinary.
ADI currently provides a digital quarterly communication package with videos from Vince, customer success story videos, and other materials. We are exploring how we might adopt Linear’s quarterly communications events and annual party in the combined company.
ADI’s and Linear’s communications teams are currently evaluating our existing internal communications platforms in order to best facilitate effective communications to and between our employees in the future.
As has already been announced, the two current Sales Vice Presidents of LTC, Richard Nickson and David Quarles, as well as Todd Reimund, Director of Marketing, will report to Martin Cotter, ADI WW SVP Sales and Digital Marketing on Day 1. Additional organizational structure changes will not happen immediately as we need to learn more about each other’s organizational structures to determine the best organizational structure for the combined organization. Any organizational structural changes are expected to be communicated within 2 quarters after the deal closes.
The managers will be going out to everyone in the field for their inputs so that we can make the best account assignment decisions. However, it is possible that account assignments may change. We will all have to be flexible in supporting the final account decisions made.
Initially, you should coordinate the sales of the ADI and LTC products and solutions with your ADI/LTC account partner where one is identified while system integration takes place and product training occurs. Where one is not identified, you should contact your immediate manager to discuss opportunities for cross selling. Your manager will work with the integration team to help you identify who to contact within ADI to collaborate with on the opportunity.
Your current LTC contract will still be in effect after the close of the deal. Over time, local country HR Business Partners will work with legal counsel to issue new employment contracts to those employees who work in countries where new contracts are required.
ADI and LTC have a tremendous opportunity to strengthen and increase the reach of our covered accounts through the combination of sales forces. Of course, as with any acquisition, there is a chance of duplication of functions or account coverage. While account assignments may change, a reduction in force for our direct sales employees is currently not anticipated.
LTC’s existing U.S medical plans will remain in place through calendar year 2018. For non-U.S. sites, upon closing, each LTC employee will receive the same employee benefits they have with LTC today, subject to legal requirements. After the close, we will be evaluating the differences in the employee benefit plan between Analog Devices and LTC WW and making decisions on how to harmonize them in the combined company.
ADI and LTC have reached an agreement to not integrate compensation programs for 12 months after the close. During this time your sales incentive structure and target will remain the same. The best sales incentive compensation strategies for the combined companies were evaluated in 2017 and the 2018 plan may be found here.
During the first 12 months after the close, as per the agreement between both companies, we will continue to have separate incentive structure plans for the respective ADI and LTC sales teams. Over the course of 2017, we worked toward the creation of a single global incentive structure to motivate and focus our combined sales teams to maximize their full potential and to drive outstanding results. For details about the 2018 plan year, please click here.
Yes, you will still be eligible to participate in the Performance bonus plan for the first 12 months of your employment following the close of the deal. As stated in previous answers, details about changes for the 2018 plan may be found here.
During your first 12 months of employment with ADI, you will continue to receive the same reports/communication you had received prior to the close. For details about the 2018 plan, click here.
Yes, you will still be eligible for the LTC Phone reimbursement policy until the two policies are integrated into one policy. This will be communicated to you in advance of any changes becoming effective.
We will keep you informed of important developments as we continue the integration process after the close and you are encouraged to bookmark this site and check back regularly for updates. In addition, please e-mail employee.questions@analog.com with any questions that aren’t answered by this site.