SUNNYVALE, CA and DALLAS, TX - January 29, 2001 -- Maxim Integrated Products, Inc. (Nasdaq: MXIM), and Dallas Semiconductor Corporation (NYSE: DS), today announced an agreement under which Maxim will acquire Dallas Semiconductor, a leading provider of specialty semiconductors. Based on Maxim's closing price on Friday, January 26, 2001, each outstanding share of Dallas Semiconductor would be exchanged for 0.6163 of a share of Maxim, and Maxim would issue approximately $2.5 billion of stock for all of the outstanding shares and stock options of Dallas Semiconductor. Under the agreement, the actual exchange ratio will be determined by a formula that is described below. This acquisition is anticipated to be completed during the second quarter of calendar 2001 and is subject to approval by Dallas Semiconductor's stockholders and compliance with applicable regulatory requirements. In addition, this transaction is intended to be accounted for as a pooling-of-interests and to qualify as a tax-free reorganization. Because of this, Maxim will be rescinding its existing common stock repurchase program prior to consummation of the transaction. Excluding one-time acquisition-related expenses, Maxim expects the acquisition to be slightly accretive in its fiscal 2001 results.
"The synergy and growth opportunity of combining our organizations and product lines was apparent to both sides from the start of our discussions," said Jack Gifford, Chairman, President, and Chief Executive Officer of Maxim. "Dallas Semiconductor has many product lines that are complementary to Maxim's, and we look forward to giving more visibility to Dallas Semiconductor's excellent digital and mixed-signal circuits in both the domestic and the international marketplaces." Mr. Gifford added, "We believe that the cultures of the two companies are closely aligned in their focus on product proliferation and engineering innovation. Dallas Semiconductor has an extremely talented group of professionals, and there is no plan for a workforce reduction."
Dr. Chao C. Mai, President and Chief Operating Officer of Dallas Semiconductor, commented: "We are excited about this transaction. After careful deliberation, emphasizing leadership, engineering, culture, and product line fit, we chose Maxim as the right partner. We share Maxim's strategic vision of the market and customer needs. We believe that Maxim's worldwide selling, applications, and marketing strengths should further enhance Dallas Semiconductor's revenue growth and gross margins.
The exchange ratio will be determined by dividing a number of Maxim share equivalents by the number of outstanding Dallas Semiconductor share equivalents at closing (calculated using the treasury method). The number of Maxim share equivalents will range linearly from 40 million share equivalents (if Maxim's average closing price during a 10-day trading period ending two days prior to closing is $61 per share or more) to 42 million share equivalents (if Maxim's average closing price during the relevant trading period is $52 or less).
Maxim and Dallas Semiconductor will host a conference call to discuss this acquisition today at 1 p.m. ET, 10:00 a.m. PT. The two numbers that may be used to access the call are (800) 406-5356 and (913) 981-5572.
About Maxim
Established in 1983, Maxim Integrated Products is a worldwide leader in design, development, and manufacture of linear and mixed-signal integrated circuits (ICs). Maxim's circuits "connect" the real world and digital world by detecting, measuring, amplifying, and converting real-world signals, such as temperature, pressure, or sound, into the digital signals necessary for computer processing.
About Dallas Semiconductor
Dallas Semiconductor manufactures specialty semiconductors focused in three areas: Communications, 1-Wire® and Network Computing, and Mixed Signal. The Company combines proprietary fab and circuit technologies to create innovative products that are sold to over 15,000 customers worldwide. Applications include battery management, broadband telecommunications, wireless handsets, cellular base stations, secure Internet communications, networking, servers, data storage, and a wide variety of industrial equipment.
Forward-Looking Statements are omitted