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Repair Windows errors before they cause bigger problemsFix Now →Fix the driver behind crashes, sound loss and screen glitchesFind Drivers →Clear out junk files and repair common Windows errorsFree Scan →Maxim Integrated Products announced on January 29, 2001, that it would acquire Dallas Semiconductor in a stock transaction valued at approximately $2.5 billion. The companies said the combination would pair Dallas’s specialty products and digital capabilities with Maxim’s analog and mixed-signal portfolio. The $2.5 billion figure was an announcement-era estimate, not a verified closing value.
What did Maxim agree to pay?
The January 29, 2001 announcement described an approximately $2.5 billion stock transaction covering Dallas Semiconductor’s outstanding shares and stock options. It illustrated the offer as 0.6163 Maxim share for each Dallas share, using Maxim’s closing share price on Friday, January 26. That ratio was not fixed: the merger agreement specified a formula for determining the actual exchange ratio. The contemporaneous announcement reproduced by ECWorld is the source for the announced value and illustrative ratio.
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Maxim’s later fiscal 2001 Form 10-K gives the implemented share consideration rather than a closing-date dollar valuation: Maxim reported issuing approximately 41.0 million common shares for all outstanding Dallas common stock and exchanging Dallas options for options covering approximately 5.9 million Maxim shares. The reviewed filing does not establish a precise legal effective date or a closing-date dollar value, so the announcement’s estimate should not be treated as either. Maxim’s fiscal 2001 Form 10-K
Why did the companies say they were combining?
The stated strategic rationale was to bring together complementary product lines: Dallas Semiconductor’s specialty products and digital and mixed-signal circuits with Maxim’s analog and mixed-signal portfolio. Maxim later said the acquisition supplemented its digital capabilities and would enable development of products with more sophisticated digital characteristics. These were the companies’ stated goals, not independent evidence that forecast synergies were realized. Announcement; Form 10-K
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Dallas Semiconductor President and COO Chao C. Mai said the company chose Maxim after weighing “leadership, engineering, culture, and product line fit.” Maxim Chairman, President, and CEO Jack Gifford described the growth opportunity as apparent from the start of discussions and said the companies’ product lines were complementary. Those remarks explain the companies’ announced rationale; they do not quantify later business results.
When was the acquisition completed?
The merger agreement, dated January 28, 2001, provided for MI Acquisition Sub, a newly formed wholly owned Maxim subsidiary, to merge into Dallas Semiconductor. Dallas was to become a wholly owned Maxim subsidiary, subject to closing conditions and required approvals. The parties also stated their intention to use pooling-of-interests accounting and seek tax-reorganization treatment. January 28 merger agreement
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The FTC’s early-termination notice is dated February 23, 2001, and identifies Maxim as the acquiring party and Dallas Semiconductor as the acquired party. FTC early-termination notice Maxim later reported in its fiscal 2001 Form 10-K that it completed the acquisition in the fourth quarter of fiscal 2001. That quarter-level disclosure does not establish a specific legal effective date; the announcement’s expected timing should not be mistaken for proof of the actual closing date. Form 10-K
How large was Dallas Semiconductor before the deal?
EDN reported Dallas Semiconductor sales of $517.0 million and net income of $95.4 million for 2000. For 1999, EDN reported sales of $390.2 million and net income of $68.3 million. These are reported historical company figures, not a valuation of Dallas or a measure of the acquisition’s subsequent performance. EDN’s 2001 report
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What happened to Dallas Semiconductor afterward?
Under the agreement, Dallas Semiconductor became a wholly owned Maxim subsidiary, and Maxim’s later SEC filing documents completion and the shares and replacement options issued in the transaction. The available disclosures cited here do not establish the date on which Dallas stopped operating under its own name or provide a separate account of its later product-line integration.
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