8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 9, 2014

HITTITE MICROWAVE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	000-51448	04-2854672
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2 Elizabeth Drive, Chelmsford, Massachusetts 01824

(Address of principal executive offices) (Zip Code)

(978) 250-3343

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below).

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On June 9, 2014, Hittite Microwave Corporation (the “Company”) made available the investor presentation filed as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1       Investor presentation made available by the Company on June 9, 2014.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K and in the investor presentation attached hereto may constitute “forward-looking statements.” Such statements relate to a variety of matters, including but not limited to: the timing and anticipated completion of the Offer and the proposed Merger; and other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of the Company and Analog and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and neither the Company nor Analog undertakes any obligation to update or revise these statements, whether as a result of new information, future events or otherwise, except as required by law.

Factors that could cause actual results to differ materially from the forward-looking statements contained herein include, but are not limited to: potential adverse reactions or changes to business relationships resulting from the announcement of the proposed acquisition of the Company; unexpected costs, charges or expenses resulting from the proposed acquisition of the Company; litigation or adverse judgments relating to the proposed acquisition of the Company; risks relating to the consummation of the proposed acquisition of the Company, including the risk that the closing conditions to the Offer or the proposed Merger will not be satisfied; any difficulties associated with requests or directions from governmental authorities resulting from their reviews of the transaction; and any changes in general economic and/or industry-specific conditions. Additional factors that could cause actual results to differ materially from those described in the forward-looking statements are set forth under the heading “Item 1A—Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which was filed with the SEC on February 26, 2014, and in Analog’s Annual Report on Form 10-K for the fiscal year ended November 2, 2013, which was filed with the SEC on November 26, 2013, as well as in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by the Company and Analog.

Additional Information and Where to Find It

No statement in this document or the attached exhibit is an offer to purchase or a solicitation of an offer to sell securities. The Offer for the shares of Company Common Stock has not commenced. Analog intends to file a tender offer statement on Schedule TO with the SEC, and the Company intends to file a solicitation/recommendation statement on Schedule 14D-9, each with respect to the Offer described in this Current Report on Form 8-K and the

2

exhibits attached hereto. Any offers to purchase or solicitations of offers to sell will be made only pursuant to such tender offer statements. The tender offer statement on Schedule TO (including an offer to purchase, a related letter of transmittal and other offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 will contain important information, including the various terms of, and conditions to, the Offer, which should be read carefully by the Company’s stockholders before they make any decision with respect to the Offer. Such materials, when prepared and ready for release, will be made available to the Company’s stockholders at no expense to them. In addition, at such time, such materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov and may also be obtained by directing a request to the Company, at Hittite Microwave Corporation, attention William W. Boecke, Chief Financial Officer, 2 Elizabeth Drive, Chelmsford, Massachusetts 01824, telephone (978) 250-3343, or to Analog, at Analog Devices, Inc., attention Director of Investor Relations, One Technology Way, Norwood, Massachusetts 02062; telephone: (781) 461-3282.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HITTITE MICROWAVE CORPORATION
By:	/s/ William W. Boecke
	William W. Boecke
	Chief Financial Officer

Date: June 9, 2014

4

Exhibit Index

Exhibit No.	Title
99.1	Investor presentation made available by the Company on June 9, 2014.

5

EX-99.1

ADI to Acquire Hittite

Microwave Corporation

June 9, 2014

The

World

Leader

in

High

Performance

Signal

Processing

Solutions

Exhibit 99.1

2

Forward-Looking Statements

This presentation contains forward-looking statements, which address a variety of subjects including, for example, the expected timetable

for closing of the transaction between ADI and Hittite Microwave Corporation, the expected benefits and synergies of the transaction,

including the effect of the transaction on ADI’s non-GAAP earnings, ADI’s expected product development and technical advances resulting

from the transaction, the availability of debt financing for the transaction and ADI’s guidance for its third and fourth quarters of fiscal year

2014. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements.

Such statements are based on our 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. The following important factors and uncertainties, among

others, could cause actual results to differ materially from those described in these forward-looking statements: the closing of the

transaction is subject to the tender of shares by Hittite Microwave Corporation stockholders representing at least a majority of the

outstanding fully-diluted shares; the receipt of regulatory approvals, and other closing conditions, the non-satisfaction of which may delay or

prevent the closing of the transaction; higher than expected or unexpected costs associated with or relating to the transaction; the expected

benefits, synergies and growth prospects of the transaction may not be achieved in a timely manner, or at all; Hittite Microwave

Corporation’s business may not be successfully integrated with ADI’s following the closing; and disruption from the transaction may

adversely affect Hittite Microwave Corporation’s relationships with its customers, suppliers or employees. For additional information about

factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to both ADI’s

and Hittite Microwave Corporation’s filings with the Securities and Exchange Commission, including the risk factors contained in each of

ADI’s and Hittite Microwave Corporation’s most recent Quarterly Reports on Form 10-Q. Forward-looking statements represent

management’s current expectations and are inherently uncertain. Except as required by law, we do not undertake any obligation to update

forward-looking statements made by us to reflect subsequent events or circumstances.

Important Additional Information Will Be Filed with the Securities and Exchange Commission

This presentation is neither an offer to purchase nor a solicitation of an offer to sell shares of Hittite Microwave Corporation. At the time the

tender offer is commenced, ADI will file with the Securities and Exchange Commission (“SEC”) and mail to Hittite Microwave Corporation’s

stockholders a Tender Offer Statement and Hittite Microwave Corporation will file with the SEC and mail to its stockholders a Tender Offer

Solicitation/Recommendation Statement in connection with the transaction.  These documents will contain important information about ADI,

Hittite Microwave Corporation, the transaction and other related matters.  Investors and security holders are urged to read each of these

documents carefully when they are available. Investors and security holders will be able to obtain free copies of the Tender Offer

Statement, the Tender Offer Solicitation/Recommendation Statement and other documents filed with the SEC by ADI and Hittite Microwave

Corporation through the website maintained by the SEC at www.sec.gov.  In addition, investors and security holders will be able to obtain

free copies of these documents from ADI or Hittite Microwave Corporation by contacting ADI’s Director of Investor Relations at Analog

Devices, Inc., One Technology Way, Norwood, Massachusetts 02062; telephone: 781-461-3282 or by contacting Hittite Microwave

Corporation’s Chief Financial Officer at Hittite Microwave Corporation, 2 Elizabeth Drive Chelmsford, Massachusetts 01824; telephone: 

978-250-3343.

Today’s Announcement

ADI signs definitive agreement to acquire Hittite Microwave Corporation

Offer price for Hittite of $78.00 per share;

Enterprise value of approximately $2.0 billion

Expected to be accretive on a non-GAAP basis

Expected to close near the end of ADI’s third fiscal quarter,

subject to regulatory clearance and other customary closing conditions

3

ADI Strategy

4

Diversify Across

Industrial,

Communications &

Automotive

Lead in Signal

Processing

Technology

Converter

Leader

High Performance

Amplifier

Leader

Sustain Growth,

High Profits & Strong

Balance Sheet

ADI Acquisition of Hittite

5

Advances Our

Technology Position

Expands Our Market

Opportunity

Strengthens ADI’s

Outstanding Financial

Performance

Gives ADI the ability

to convert the entire

frequency spectrum

Strengthens ADI

position as a

strategic supplier

Accelerates growth

by expanding market

in ADI’s core

businesses of

industrial, comms

infrastructure, and

automotive

Expected to be

accretive* to gross

margins, operating

profits and EPS

*On a non-GAAP basis (excluding transaction costs and the amortization of intangibles associated with the transaction)

Hittite Overview

Decades long focus in high performance

RF and microwave technology

Extensive product portfolio includes

integrated circuits, modules,

and subsystem solutions

Specializes in technically demanding

and mission-critical industrial

and communications applications

Fabless business model focuses resources

on circuit design and applications engineering

Headquartered in Massachusetts;

approximately 500 employees worldwide

6

ADI + Hittite

7

Magnetic

Resonance

Imaging (MRI)

Wireless Data,

Toll Tags

Cellular

2G, 3G, 4G

CATV & Cable

Modem

RFID,

Telematics

GPS

DVB,

Satellite

Radio

WiMAX

Wireless LAN

Access Points

Test

Equipment

Short Haul

SDH / PDH

Radio Links

Satellite

Payload

Comms &

Telemetry

Consumer

& Industrial

VSAT

24G

Advanced

Driver

Assistance

Systems

Scientific

Imaging &

Measurement

SATCOM

Terminal

Eband

Pt-to-Pt

Systems

77G

Advanced

Driver

Assistance

Systems

VBand

Pt-to-Pt

Systems

Military

Radar &

Counter-

Measures

DBS,

Industrial

Imaging

5G

Comms

Radio Wave

Microwave

Millimeter Wave

0 GHz

6 GHz

20 GHz

110 GHz

E

L

E

C

T

R

O

M

A

G

N

E

T

I

C

F

R

E

Q

U

E

N

C

Y

S

P

E

C

T

R

U

M

C

O

M

B

I

N

E

D

C

A

P

A

B

I

L

I

T

I

E

S

ADI + Hittite

Expands Opportunities within Industrial, Communications, and Automotive

8

Cellular infrastructure

Microwave

Broadband

Fiber Optic Networks

Test and

Measurement

Aerospace

Defense

Advanced Driver

Assistance Systems

Automotive

Communications Infrastructure

Industrial

Strong

technology

and expertise

Highly

sophisticated

solutions earn

high profits

Expands

addressable

market

Financial Considerations

9

Terms

$78.00 in cash

Consideration

Financing

Structure

Tender offer to be launched in approximately 10 business days

ADI will fund transaction with a combination of cash on hand

and short-term debt financing

Continued commitment to returning cash to shareholders through

dividends and share repurchases

Ample available liquidity

$2.5 billion equity value

$2.0 enterprise value

ADI + Hittite

Generating Growth, High Profits & Cash Flow

10

Key

LTM

Financial

Metrics

(1)

ADI

Hittite

ADI + Hittite

$2,675M

65.3%

30.9%

$898M

34%

$277M

69.6%

38.1%

$84M

30%

$2,952M

65.7%

31.6%

$982M

33%

(2)

ADI and Hittite operating profits exclude one-time items

(3)

Calculated as cash flow from operations divided by revenue

(1)    ADI Last Twelve Months (LTM) ended May 3, 2014 and Hittite LTM ended March 31, 2014

Revenue:

Gross profit margin:

Operating margin

(2)

:

Cash flow from operations

Cash

flow

as

a

%

of

revenue

(3)

ADI + Hittite

Advances ADI’s Strategy

Adds significant revenue

growth to ADI’s industrial

and communications

businesses

Approaching $1B in

Amplifier/RF revenue

through expansion into

higher frequency ranges,

especially microwave

Strengthens ADI’s high

performance RF and

microwave expertise

required to address

megatrend of ubiquitous

connectivity

11

$M

Revenue

by Market

Revenue

by Product Category

+39%

+11%

+25%

Fiscal year 2013

$0

$500

$1,000

$1,500

Industrial

Comms

ADI

Hittite

$0

$500

$1,000

Amplifiers/RF

Conclusion

12

Expands ADI’s Position In High

Performance Signal Processing Solutions

and drives growth in key markets

Strong complementary position in RF

and microwave applications

Allows ADI to provide more complete and

differentiated solutions for our customers

Expected to be accretive to margins and

EPS on a non-GAAP basis

Q&A

13

Thank You

June 9, 2014

The

World

Leader

in

High

Performance

Signal

Processing

Solutions

Important Additional Information Will Be Filed

with the Securities and Exchange Commission

This presentation is neither an offer to purchase nor a solicitation of an offer to sell

shares of Hittite Microwave Corporation. At the time the tender offer is commenced,

ADI will file with the Securities and Exchange Commission (“SEC”) and mail to

Hittite Microwave Corporation’s stockholders a Tender Offer Statement and Hittite

Microwave Corporation will file with the SEC and mail to its stockholders a Tender

Offer Solicitation/Recommendation Statement in connection with the transaction. 

These documents will contain important information about ADI, Hittite Microwave

Corporation, the transaction and other related matters.  Investors and security

holders are urged to read each of these documents carefully when

they are

available. Investors and security holders will be able to obtain

free copies of the

Tender Offer Statement, the Tender Offer Solicitation/Recommendation Statement

and other documents filed with the SEC by ADI and Hittite Microwave Corporation

through the website maintained by the SEC at www.sec.gov.  In addition, investors

and security holders will be able to obtain free copies of these

documents from ADI

or Hittite Microwave Corporation by contacting ADI’s Director of Investor Relations

at Analog Devices, Inc., One Technology Way, Norwood, Massachusetts 02062;

telephone: 781-461-3282 or by contacting Hittite Microwave Corporation’s Chief

Financial Officer at Hittite Microwave Corporation, 2 Elizabeth Drive Chelmsford,

Massachusetts 01824; telephone:  978-250-3343.

15