Analog Devices (ADI) S-4/ARegistration of securities issued in business combination transactions (amended)

As filed with the U.S. Securities and Exchange Commission on September 1, 2020

Registration No. 333-248092

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

To

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Analog Devices, Inc.

(Exact Name of Registrant as Specified in Its Charter)

One Technology Way

Norwood, Massachusetts 02062-9106

Telephone: (781) 329-4700

(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Margaret K. Seif, Esq.

Chief People Officer and Chief Legal Officer

Analog Devices, Inc.

One Technology Way

Norwood, Massachusetts 02062-9106

Telephone: (781) 329-4700

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

With a copy to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer  Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this joint proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued or sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED SEPTEMBER 1, 2020

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Analog Devices Shareholders and Maxim Stockholders:

On July 12, 2020, Analog Devices, Inc., which is referred to as “Analog Devices,” Magneto Corp., a wholly owned subsidiary of Analog Devices, which is referred to as “Acquisition Sub,” and Maxim Integrated Products, Inc., which is referred to as “Maxim,” entered into an Agreement and Plan of Merger, as it may be amended from time to time, which is referred to as the “merger agreement,” that provides for the acquisition of Maxim by Analog Devices. Upon the terms and subject to the conditions of the merger agreement, Analog Devices will acquire Maxim through a merger of Acquisition Sub with and into Maxim, with Maxim continuing as the surviving corporation and becoming a wholly owned subsidiary of Analog Devices. The combined company will be named Analog Devices.

Upon the successful completion of the merger, each issued and outstanding share of Maxim common stock (other than treasury shares and shares held by Analog Devices or Acquisition Sub) will be converted into the right to receive 0.6300 of a share of Analog Devices common stock, which number is referred to as the “exchange ratio,” with cash (without interest and less any applicable withholding taxes) being paid in lieu of any fractional shares of Analog Devices common stock that Maxim stockholders would otherwise be entitled to receive. Analog Devices shareholders will continue to own their existing Analog Devices shares.

The exchange ratio is fixed and will not be adjusted for changes in the market price of either Analog Devices common stock or Maxim common stock between the date of signing of the merger agreement and the completion date of the merger. Based on the number of shares of Analog Devices common stock and Maxim common stock outstanding on August 31, 2020, upon completion of the merger, we expect that former Maxim stockholders would own approximately 31% of the outstanding shares of Analog Devices common stock and Analog Devices shareholders immediately prior to the merger would own approximately 69% of the outstanding shares of Analog Devices common stock. Analog Devices common stock is traded on the Nasdaq Global Select Market, which is referred to as “Nasdaq,” under the symbol “ADI.” Maxim common stock is traded on Nasdaq under the symbol “MXIM.” We encourage you to obtain current quotes for the common stock of both Analog Devices and Maxim.

Because the exchange ratio is fixed, the market value of the merger consideration to Maxim stockholders will fluctuate with the market price of the Analog Devices common stock and will not be known at the time that Maxim stockholders vote on the merger. Based on the $124.50 per share closing price of Analog Devices common stock on the Nasdaq on July 10, 2020, the last full trading day before the public announcement of the merger agreement, the implied value of the merger consideration to Maxim stockholders was approximately $78.44 per share of Maxim common stock. On August 31, 2020, the latest practicable trading day before the date of the filing of the accompanying joint proxy statement/prospectus, the closing price of Analog Devices common stock on the Nasdaq was $116.88 per share, resulting in an implied value of the merger consideration to Maxim stockholders of $73.63 per share of Maxim common stock.

Analog Devices and Maxim will each hold special meetings of their respective shareholders to vote on the proposals necessary to complete the proposed merger. Such special meetings are referred to as the “Analog Devices special meeting” and the “Maxim special meeting,” respectively.

At the Analog Devices special meeting, Analog Devices shareholders will be asked to consider and vote on (1) a proposal to approve the issuance of shares of Analog Devices common stock to Maxim stockholders in connection with the merger, which proposal is referred to as the “Analog Devices share issuance proposal,” and (2) a proposal to adjourn the Analog Devices special meeting to solicit additional proxies if there are insufficient votes to approve the Analog Devices share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Analog Devices shareholders. The board of directors of Analog Devices unanimously recommends that Analog Devices shareholders vote “FOR” each of the proposals to be considered at the Analog Devices special meeting.

At the Maxim special meeting, Maxim stockholders will be asked to consider and vote on (1) a proposal to adopt the merger agreement, which proposal is referred to as the “Maxim merger proposal,” (2) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Maxim’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement and (3) a proposal to adjourn the Maxim special meeting to solicit additional proxies, if necessary or appropriate, if there are insufficient votes to approve the Maxim merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Maxim stockholders. The board of directors of Maxim unanimously recommends that Maxim stockholders vote “FOR” each of the proposals to be considered at the Maxim special meeting.

We cannot complete the merger unless the Analog Devices share issuance proposal is approved by Analog Devices shareholders and the Maxim merger proposal is approved by Maxim stockholders. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to attend your company’s respective special meeting, please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope or call the toll-free telephone number or use the Internet as described in the instructions included with your proxy card in order to authorize the individuals named on your proxy card to vote your shares at the applicable special meeting.

The accompanying joint proxy statement/prospectus provides you with important information about the special meetings, the merger, and each of the proposals. We encourage you to read the entire document carefully, in particular the “Risk Factors” section beginning on page 35 for a discussion of risks relevant to the merger.

We look forward to the successful completion of the merger.

Sincerely,

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, the adoption of the merger agreement, the Analog Devices common stock to be issued in the merger or any of the other transactions described in this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [●], 2020 and is first being mailed to the shareholders of Analog Devices and stockholders of Maxim on or about [●], 2020.

Analog Devices, Inc.

One Technology Way

Norwood, Massachusetts 02062-9106

(781) 329-4700

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 8, 2020

To the Shareholders of Analog Devices, Inc.:

Notice is hereby given that Analog Devices, Inc., which is referred to as “Analog Devices,” will hold a special meeting of its shareholders, which is referred to as the “Analog Devices special meeting,” at Analog Devices’ offices located at One Technology Way, Norwood, Massachusetts 02062, on October 8, 2020 beginning at 11:00 a.m., Eastern Time, for the purpose of considering and voting on the following proposals:

Analog Devices will transact no other business at the Analog Devices special meeting except such business as may properly be brought before the Analog Devices special meeting or any adjournment or postponement thereof. The accompanying joint proxy statement/prospectus, including the merger agreement attached thereto as Annex A, contains further information with respect to these matters.

Only holders of record of Analog Devices common stock at the close of business on August 31, 2020, the record date for voting at the Analog Devices special meeting, which is referred to as the “Analog Devices record date,” are entitled to notice of and to vote at the Analog Devices special meeting and any adjournments or postponements thereof.

The board of directors of Analog Devices, which is referred to as the “Analog Devices board of directors,” unanimously determined that the merger and the share issuance are fair to and in the best interests of Analog Devices and its shareholders, and approved and declared advisable the merger agreement. Accordingly, the Analog Devices board of directors unanimously recommends that Analog Devices shareholders vote:

Your vote is very important, regardless of the number of shares of Analog Devices common stock you own. The parties cannot complete the merger unless the Analog Devices share issuance proposal is approved by Analog Devices shareholders. Assuming a quorum is present, the approval of the Analog Devices share issuance proposal requires the affirmative vote of a majority of votes cast on the proposal.

Whether or not you plan to attend the Analog Devices special meeting in person, Analog Devices urges you to please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid

envelope, call the toll-free telephone number or use the Internet as described in the instructions included with the proxy card, so that your shares may be represented and voted at the Analog Devices special meeting. If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder) and you wish to vote in person at the Analog Devices special meeting, you must obtain a legal proxy from your bank, broker or other nominee and bring the legal proxy to the meeting in order to vote in person at the Analog Devices special meeting.

We currently plan to hold the Analog Devices special meeting as presented in this notice. However, due to concerns about the COVID-19 pandemic and limitations on the size of public gatherings, we may hold the Analog Devices special meeting solely by means of remote communication. In that event, we will announce any change as promptly as practicable, and details on how to participate will be issued by press release, posted on our website and filed with the U.S. Securities and Exchange Commission as supplemental proxy material.

Due to the COVID-19 pandemic, social distancing guidelines and limitations on the size of public gatherings, shareholders who wish to attend the Analog Devices special meeting in person must register in advance by contacting Analog Devices by phone at (781) 461-3282 no later than the close of business on October 1, 2020, or by delivering notice (which must be received no later than the close of business on October 1, 2020) to the following address: Analog Devices, Inc., Attn: Investor Relations, 1 Analog Way, Wilmington, Massachusetts 01887. Due to space constraints and social distancing guidelines, only shareholders as of the record date (or their legal proxies) who have registered in advance and have a valid confirmation of registration will be admitted to the Analog Devices special meeting. If you are a shareholder of record as of the record date, your name will be verified against the list of shareholders of record as of the record date prior to your admission to the Analog Devices special meeting. If you are a proxyholder, you will be required to present a validly executed written legal proxy of a shareholder as of the record date in order to be admitted to the meeting. In addition, anyone who attends the Analog Devices special meeting in person will be subject to heightened screening procedures, including health screening procedures. These procedures are designed to comply with applicable legal restrictions and to promote the health and safety of attendees at the meeting.

If you have any questions about the merger, please contact Analog Devices at (781) 461-3282 or write to Analog Devices, Inc., Attn: Investor Relations, 1 Analog Way, Wilmington, Massachusetts 01887.

If you have any questions about how to vote or direct a vote in respect of your shares of Analog Devices common stock, you may contact our proxy solicitor, Innisfree M&A Incorporated, at (888) 750-5834.

By Order of the Board of Directors,

Margaret K. Seif

Chief People Officer and Chief Legal Officer

Norwood, Massachusetts

Dated: [●], 2020

Maxim Integrated Products, Inc.

160 Rio Robles

San Jose, California 95134

(408) 601-1000

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 8, 2020

To the Stockholders of Maxim Integrated Products, Inc.:

Notice is hereby given that Maxim Integrated Products, Inc., which is referred to as “Maxim,” will hold a special meeting of its stockholders, which is referred to as the “Maxim special meeting,” virtually via the Internet, on October 8, 2020, beginning at 8:00 a.m., Pacific Time.

In light of the ongoing COVID-19 (coronavirus) pandemic, the Maxim special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the Maxim special meeting online and to vote your shares electronically at the meeting by visiting www.virtualshareholdermeeting.com/MXIM2020EGM, which is referred to as the “Maxim special meeting website.”

The Maxim special meeting will be held for the purpose of Maxim stockholders considering and voting on the following proposals:

Maxim will transact no other business at the Maxim special meeting except such business as may properly be brought before the Maxim special meeting or any adjournment or postponement thereof. The accompanying joint proxy statement/prospectus, including the merger agreement attached thereto as Annex A, contains further information with respect to these matters.

Only holders of record of Maxim common stock at the close of business on August 31, 2020, the record date for determining stockholders entitled to notice of, and to vote at, the Maxim special meeting, which is referred to as the “Maxim record date,” are entitled to notice of and to vote at the Maxim special meeting and any adjournments or postponements thereof.

The board of directors of Maxim, which is referred to as the “Maxim board of directors,” has unanimously approved and declared advisable the merger agreement and the consummation of the transactions contemplated

by the merger agreement, including the merger of Acquisition Sub with and into Maxim, which is referred to as the “merger,” on the terms and subject to the conditions set forth in the merger agreement. The Maxim board of directors unanimously recommends that Maxim stockholders vote “FOR” the Maxim merger proposal, “FOR” the Maxim compensation proposal and “FOR” the Maxim adjournment proposal.

Your vote is very important, regardless of the number of shares of Maxim common stock you own. The parties cannot complete the transactions contemplated by the merger agreement, including the merger, without approval of the Maxim merger proposal. Assuming a quorum is present, the approval of the Maxim merger proposal requires the affirmative vote of a majority of the outstanding shares of Maxim common stock entitled to vote on the Maxim merger proposal.

Your vote is important. Whether or not you plan to attend the Maxim special meeting via the Maxim special meeting website, Maxim urges you to please promptly mark, sign and date the accompanying proxy and return it in the enclosed postage-paid envelope, which requires no postage if mailed in the United States, or to submit your votes electronically by calling the toll-free telephone number or using the Internet as described in the instructions included with the accompanying proxy card, so that your shares may be represented and voted at the Maxim special meeting. If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of Maxim stockholders entitled to vote at the Maxim special meeting will be available at our headquarters for examination by any Maxim stockholder for any purpose germane to the meeting for a period of at least ten days prior to the Maxim special meeting. If you would like to examine the list of Maxim stockholders of record, please contact Maxim’s Corporate Secretary at (408) 601-1000 to schedule an appointment or request access. If our headquarters are closed for health and safety reasons related to the coronavirus (COVID-19) pandemic during such period, the list of stockholders will be made available for examination electronically upon request to our Corporate Secretary, subject to our satisfactory verification of stockholder status. The list of Maxim stockholders entitled to vote at the Maxim special meeting will also be available for examination by any Maxim stockholder during the Maxim special meeting via the Maxim special meeting website at www.virtualshareholdermeeting.com/MXIM2020EGM.

If you have any questions about the merger, please contact Maxim at (408) 601-1000 or write to Maxim Integrated Products, Inc., Attn: Corporate Secretary, 160 Rio Robles, San Jose, California 95134.

If you have any questions about how to vote or direct a vote in respect of your shares of Maxim common stock, you may contact Maxim’s proxy solicitor, D.F. King & Co, Inc., toll-free at (800) 331-7543 or by e-mail at MXIM@dfking.com. Banks and brokers may call (212) 269-5550.

By Order of the Board of Directors,

Mark Casper

Vice President, General Counsel and

Corporate Secretary

San Jose, California

Dated: [●], 2020

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Analog Devices and Maxim from other documents that Analog Devices and Maxim have filed with the U.S. Securities and Exchange Commission, which is referred to as the “SEC,” and that are not contained in and are instead incorporated by reference into this joint proxy statement/prospectus. For a listing of documents incorporated by reference into this joint proxy statement/prospectus, please see the section entitled “Where You Can Find More Information” beginning on page 195. This information is available for you free of charge to review through the SEC’s website at www.sec.gov.

You may request a copy of this joint proxy statement/prospectus and any of the documents incorporated by reference into this joint proxy statement/prospectus or other information filed with the SEC by Analog Devices or Maxim, without charge, by written or telephonic request directed to the appropriate company or its proxy solicitor at the following contacts:

In order for you to receive timely delivery of the documents in advance of the special meeting of Analog Devices shareholders to be held on October 8, 2020, which is referred to as the “Analog Devices special meeting,” or the special meeting of Maxim stockholders to be held on October 8, 2020, which is referred to as the “Maxim special meeting,” as applicable, you must request the information no later than October 1, 2020.

If you have any questions about the Analog Devices special meeting or the Maxim special meeting, or need to obtain proxy cards or other information, please contact the applicable company’s proxy solicitor set forth below:

The contents of the websites of the SEC, Analog Devices, Maxim or any other entity are not being incorporated into this joint proxy statement/prospectus. The information about how you can obtain certain documents that are incorporated by reference into this joint proxy statement/prospectus at these websites is being provided only for your convenience.

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Analog Devices (Registration No. 333-248092), constitutes a prospectus of Analog Devices under Section 5 of the Securities Act of 1933, as amended, which is referred to as the “Securities Act,” with respect to the shares of common stock of Analog Devices to be issued to Maxim stockholders pursuant to the Agreement and Plan of Merger, dated as of July 12, 2020, as it may be amended from time to time, by and among Analog Devices, Acquisition Sub and Maxim, which is referred to as the “merger agreement.” This document also constitutes a proxy statement of each of Analog Devices and Maxim under Section 14(a) of the Securities Exchange Act of 1934, as amended, which is referred to as the “Exchange Act.” It also constitutes a notice of meeting with respect to the Analog Devices special meeting and a notice of meeting with respect to the Maxim special meeting.

Analog Devices has supplied all information contained or incorporated by reference into this joint proxy statement/prospectus relating to Analog Devices and Acquisition Sub, and Maxim has supplied all such information relating to Maxim. Analog Devices and Maxim have both contributed to the information related to the merger contained in this joint proxy statement/prospectus.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. Analog Devices and Maxim have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [●], 2020, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

Further, you should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to Analog Devices shareholders or Maxim stockholders nor the issuance by Analog Devices of shares of its common stock pursuant to the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Unless otherwise indicated or the context otherwise requires, all references in this joint proxy statement/prospectus to:

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following are brief answers to certain questions that you, as a shareholder of Analog Devices or a stockholder of Maxim, may have regarding the merger, and the other matters being considered at the Analog Devices special meeting and the Maxim special meeting, as applicable. You are urged to carefully read this joint proxy statement/prospectus and the other documents referred to in this joint proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Please refer to the section entitled “Summary” beginning on page 14 for a summary of important information regarding the merger agreement, the merger and the related transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus. You may obtain the information incorporated by reference in this joint proxy statement/prospectus, without charge, by following the instructions under the section entitled “Where You Can Find More Information” beginning on page 195.

Your vote is required in connection with the merger. Analog Devices and Maxim are sending these materials to their respective shareholders to help them decide how to vote their shares with respect to the share issuance, in the case of Analog Devices, the adoption of the merger agreement, in the case of Maxim, and other important matters.

In order to complete the merger, among other things:

Analog Devices: Analog Devices is holding the Analog Devices special meeting to obtain approval of the Analog Devices share issuance proposal. At the Analog Devices special meeting, Analog Devices shareholders will also be asked to approve a proposal to adjourn the Analog Devices special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Analog Devices special meeting to approve the Analog Devices share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Analog Devices shareholders, which proposal is referred to as the “Analog Devices adjournment proposal.”

Maxim: Maxim is holding the Maxim special meeting to obtain approval of the Maxim merger proposal. At the Maxim special meeting, Maxim stockholders will also be asked to consider and vote on:

1

Your vote is very important, regardless of the number of shares that you own. The approval of the Analog Devices share issuance proposal and the approval of the Maxim merger proposal are conditions to the obligations of Analog Devices and Maxim to complete the merger. Neither the approval of the Analog Devices adjournment proposal nor the approval of the Maxim compensation proposal or the Maxim adjournment proposal are conditions to the obligations of Analog Devices or Maxim to complete the merger.

Due to concerns about the COVID-19 pandemic and limitations on the size of public gatherings, we may hold the Analog Devices special meeting solely by means of remote communication. In that event, we will announce any change as promptly as practicable, and details on how to participate will be issued by press release, posted on our website and filed with the U.S. Securities and Exchange Commission as supplemental proxy material.

Due to the COVID-19 pandemic, social distancing guidelines and limitations on the size of public gatherings, shareholders who wish to attend the Analog Devices special meeting in person must register in advance by contacting Analog Devices by phone at (781) 461-3282 no later than the close of business on October 1, 2020, or by delivering notice (which must be received no later than the close of business on October 1, 2020) to the following address: Analog Devices, Inc., Attn: Investor Relations, 1 Analog Way, Wilmington, Massachusetts 01887. Due to space constraints and social distancing guidelines, only shareholders as of the record date (or their legal proxies) who have registered in advance and have a valid confirmation of registration will be admitted to the Analog Devices special meeting. If you are a shareholder of record as of the record date, your name will be verified against the list of shareholders of record as of the record date prior to your admission to the Analog Devices special meeting. If you are a proxyholder, you will be required to present a validly executed written legal proxy of a shareholder as of the record date in order to be admitted to the meeting. In addition, anyone who attends the Analog Devices special meeting in person will be subject to heightened screening procedures, including health screening procedures. These procedures are designed to comply with applicable legal restrictions and to promote the health and safety of attendees at the meeting.

Maxim: The Maxim special meeting will be held virtually via the Internet on October 8, 2020, beginning at 8:00 a.m., Pacific Time. The Maxim special meeting will be held solely via live webcast and there will not be a physical meeting location. Maxim stockholders will be able to attend the Maxim special meeting online and vote their shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/MXIM2020EGM, which is referred to as the “Maxim special meeting website.” If you choose to attend the Maxim special meeting and vote your shares in person, you will need the 16-digit control number located on your proxy card as described in the section entitled “The Maxim Special Meeting—Attending the Maxim Special Meeting” beginning on page 66.

Even if you plan to attend your respective company’s special meeting in person or virtually, Analog Devices and Maxim recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting.

If you hold your shares in “street name” you may only vote them in person if you obtain a signed legal proxy (in the case of the Analog Devices special meeting) or a specific control number (in the case of the Maxim special meeting) from your bank, broker or other nominee giving you the right to vote the shares.

2

For Analog Devices shareholders, a failure to return or submit your proxy or to vote in person at the Analog Devices special meeting as provided in this joint proxy statement/prospectus will have no effect on the Analog Devices share issuance proposal (assuming a quorum is present) or the Analog Devices adjournment proposal. The Analog Devices board of directors unanimously recommends that you vote “FOR” the Analog Devices share issuance proposal and “FOR” the Analog Devices adjournment proposal.

For Maxim stockholders, a failure to return or submit your proxy or to vote at the Maxim special meeting as provided in this joint proxy statement/prospectus will have the same effect as a vote “AGAINST” the Maxim merger proposal. The failure to return or submit your proxy and to attend the special meeting will have no effect on the Maxim compensation proposal (assuming a quorum is present) or the Maxim adjournment proposal, but the failure of any shares present or represented at the Maxim special meeting to vote on the proposal will have the same effect as a vote “AGAINST” the Maxim compensation proposal and “AGAINST” the Maxim adjournment proposal, as applicable. The Maxim board of directors unanimously recommends that you vote “FOR” the Maxim merger proposal, “FOR” the Maxim compensation proposal and “FOR” the Maxim adjournment proposal.

Because Analog Devices will issue a fixed number of shares of Analog Devices common stock in exchange for each share of Maxim common stock, the value of the merger consideration that Maxim stockholders will receive in the merger will depend on the market price of shares of Analog Devices common stock at the time the merger is completed. The market price of shares of Analog Devices common stock that Maxim stockholders receive at the time the merger is completed could be greater than, less than or the same as the market price of shares of Analog Devices common stock on the date of this joint proxy statement/prospectus or at the time of the Analog Devices special meeting or the Maxim special meeting. Accordingly, you should obtain current market quotations for Analog Devices common stock and Maxim common stock before deciding how to vote with respect to the Analog Devices share issuance proposal or the Maxim merger proposal, as applicable. Analog Devices common stock and Maxim common stock are traded on Nasdaq, under the symbols “ADI” and “MXIM,” respectively. Shares of common stock of the combined company will trade on Nasdaq under the symbol “ADI” after completion of the merger. For more information regarding the merger consideration to be received by Maxim stockholders if the merger is completed, see the section entitled “The Merger Agreement—Merger Consideration” beginning on page 125.

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In considering the recommendations of the Analog Devices board of directors, Analog Devices shareholders should be aware that Analog Devices directors and executive officers have interests in the merger that are different from, or in addition to, their interests as Analog Devices shareholders. These interests may include, among others, the continued service of directors of Analog Devices as directors of the combined company and the continued employment of executive officers of Analog Devices by the combined company. For a more complete description of these interests, see the information provided in the section entitled “Interests of Analog Devices’ Directors and Executive Officers in the Merger” beginning on page 163.

In considering the recommendations of the Maxim board of directors, Maxim stockholders should be aware that Maxim directors and executive officers have interests in the merger that are different from, or in addition to, their interests as Maxim stockholders. These interests may include, among others, the payment of severance benefits and acceleration of outstanding Maxim equity awards upon certain terminations of employment or service, and the combined company’s agreement to indemnify Maxim directors and executive officers against certain claims and liabilities. For a more complete description of these interests, see the information provided in the section entitled “Interests of Maxim’s Directors and Executive Officers in the Merger” beginning on page 164.

4

The holders of a majority of the issued and outstanding shares of Analog Devices common stock entitled to vote at the Analog Devices special meeting must be present in person or represented by proxy at the Analog Devices special meeting in order to constitute a quorum.

The holders of a majority of the outstanding shares of Maxim common stock entitled to vote at the Maxim special meeting must be present in person via the Maxim special meeting website or represented by proxy in order to constitute a quorum.

If the merger is not completed, Maxim will remain an independent public company and the Maxim common stock will continue to be listed and traded on the Nasdaq under the symbol “MXIM” and Analog Devices will not complete the share issuance contemplated by the merger agreement, regardless of whether the Analog Devices share issuance proposal is approved by Analog Devices shareholders.

5

A “broker non-vote” occurs on an item when (a) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of shareholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (b) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because all of the proposals currently expected to be voted on at the Analog Devices special meeting and the Maxim special meeting are non-routine matters under the NYSE and Nasdaq rules for which brokers do not have discretionary authority to vote, Analog Devices and Maxim do not expect there to be any broker non-votes at the Analog Devices special meeting or the Maxim special meeting.

Analog Devices Proposal 2: Analog Devices Adjournment Proposal. Whether or not a quorum is present at the Analog Devices special meeting, approval of the Analog Devices adjournment proposal requires the affirmative vote of a majority of votes cast on the proposal. Accordingly, an Analog Devices shareholder’s abstention from voting, a broker non-vote or an Analog Devices shareholder’s other failure to vote (including the failure of an Analog Devices shareholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the Analog Devices adjournment proposal.

Maxim Proposal 2: Maxim Compensation Proposal. Assuming a quorum is present at the Maxim special meeting, approval of the Maxim compensation proposal requires the affirmative vote of a majority of the shares of Maxim common stock present in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting. Accordingly, any shares not present in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting, including due to the failure of any stockholder holding their shares in “street name” to provide any voting instructions to their broker with respect to the Maxim special meeting, will have no effect on the outcome of the Maxim compensation proposal, assuming a quorum is present. However, assuming a quorum is present, an abstention or other failure of any represented shares to vote on the Maxim compensation proposal will have the same effect as a vote “AGAINST” the Maxim compensation proposal. In addition, if any Maxim stockholder who holds their shares in “street name” through a bank, broker or other nominee gives voting instructions to such bank, broker or other nominee with respect to one or more proposals at the Maxim special meeting but not with

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respect to the Maxim compensation proposal such shares will have the same effect as a vote “AGAINST” the Maxim compensation proposal.

Maxim Proposal 3: Maxim Adjournment Proposal. Whether or not a quorum is present, the approval of the Maxim adjournment proposal requires the affirmative vote of a majority of the shares that are present in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting. Accordingly, any shares not present in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting, including due to the failure of any stockholder holding their shares in “street name” to provide any voting instructions to their broker with respect to the Maxim special meeting, will have no effect on the outcome of the Maxim compensation proposal. However, an abstention or other failure of any represented shares to vote on the proposal will have the same effect as a vote “AGAINST” the Maxim adjournment proposal. In addition, if any Maxim stockholder who holds their shares in “street name” through a bank, broker or other nominee provides voting instructions with respect to one or more other proposals before the Maxim special meeting, but not the Maxim adjournment proposal, it will have the same effect as a vote “AGAINST” the Maxim adjournment proposal.

Shares held directly in your name as the shareholder of record of Analog Devices may be voted in person at the Analog Devices special meeting. If you choose to vote your shares in person at the Analog Devices special meeting, please register in advance and bring required documentation as described in the section entitled “The Analog Devices Special Meeting—Attending the Analog Devices Special Meeting” beginning on page 57.

Shares held in “street name” may be voted in person only if you obtain a signed legal proxy from your bank, broker or other nominee giving you the right to vote the shares. If you choose to vote your shares in person

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at the Analog Devices special meeting, please register in advance and bring required documentation. See the section entitled “The Analog Devices Special Meeting—Attending the Analog Devices Special Meeting” beginning on page 57.

Maxim:

Shares held directly in your name as the stockholder of record of Maxim may be voted in person during the Maxim special meeting via the Maxim special meeting website. If you choose to vote your shares in person during the virtual meeting, you will need the 16-digit control number included on your proxy card in order to access the Maxim special meeting website and to vote in person as described in the section entitled “The Maxim Special Meeting—Attending the Maxim Special Meeting” beginning on page 66.

Shares held in “street name” may be voted in person via the Maxim special meeting website only if you obtain a specific control number and follow the instructions provided by your, broker or other nominee. See the section entitled “The Maxim Special Meeting—Attending the Maxim Special Meeting” beginning on page 66.

Even if you plan to attend the Analog Devices special meeting or the Maxim special meeting, as applicable, Analog Devices and Maxim recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective special meeting.

Additional information on attending the special meetings can be found under the section entitled “The Analog Devices Special Meeting” on page 53 and under the section entitled “The Maxim Special Meeting” on page 61.

Additional information on voting procedures can be found under the section entitled “The Analog Devices Special Meeting” on page 53 and under the section entitled “The Maxim Special Meeting” on page 61.

Additional information on voting procedures can be found under the section entitled “The Analog Devices Special Meeting” on page 53.

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If your shares of common stock in Analog Devices or Maxim are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name”. Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares. You should follow the instructions provided by them to vote your shares. If you are an Analog Devices shareholder, you are invited to attend the Analog Devices special meeting; however, you may not vote these shares in person at the applicable special meeting unless you obtain a signed legal proxy, executed in your favor, from your bank, broker or other nominee that holds your shares, giving you the right to vote the shares at the Analog Devices special meeting. If you are a Maxim stockholder, in order to attend the special meeting via the Maxim special meeting website and to vote via the website at the special meeting, you will need to obtain a specific control number and follow the other procedures provided by your bank, broker or other nominee in order to vote your shares.

For Analog Devices shareholders, the effect of not instructing your bank, broker or other nominee how you wish to vote your shares will not be counted as “FOR” or “AGAINST,” and, assuming a quorum is present at the Analog Devices special meeting, will have no effect on, the Analog Devices share issuance proposal or the Analog Devices adjournment proposal.

For Maxim stockholders, the effect of not instructing your bank, broker or other nominee how you wish to vote your shares will be the same as a vote “AGAINST” the Maxim merger proposal. If you fail to provide any voting instructions to your bank, broker or other nominee with respect to the Maxim special meeting, assuming a quorum is present at the Maxim special meeting, such failure will have no effect on the Maxim compensation proposal or the Maxim adjournment proposal. However, if you provide voting instructions with respect to one or more proposals, your failure to instruct your bank, broker or nominee how to vote your shares with respect to any other proposal will have the same effect as a vote “AGAINST” such other proposal, as your shares will be represented at the meeting.

Record Holders. For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of Analog Devices common stock or Maxim common stock are voted.

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Shares in “street name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to vote your shares.

Execution or revocation of a proxy will not in any way affect your right to attend the applicable special meeting and vote in person. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed:

For more information, see the section entitled “The Analog Devices Special Meeting—Revocability of Proxies” beginning on page 56 and the section entitled “The Maxim Special Meeting—Revocability of Proxies” beginning on page 65, as applicable.

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Maxim has engaged D.F. King & Co., Inc., which is referred to as “D.F. King,” to assist in the solicitation of proxies for the Maxim special meeting. Maxim estimates that it will pay D.F. King a fee of approximately $20,000, plus reimbursement for certain out-of-pocket fees and expenses. Maxim has agreed

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to indemnify D.F. King against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Analog Devices and Maxim also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Analog Devices common stock and Maxim common stock, respectively. Analog Devices’ directors, officers and employees and Maxim’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

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RISK FACTORS

In considering how to vote with respect to the proposals to be considered and voted on at the Maxim special meeting, in the case of Maxim stockholders, or the Analog Devices special meeting, in the case of Analog Devices shareholders, you are urged to carefully consider all of the information included or incorporated by reference in this joint proxy statement/prospectus, which is listed in the section entitled “Where You Can Find More Information” beginning on page 195. You should also read and consider the risks associated with each of the businesses of Analog Devices and Maxim because these risks will also affect the combined company. The risks associated with the business of Analog Devices can be found in Analog Devices’ Annual Report on Form 10-K for the fiscal year ended November 2, 2019 and the risks associated with the business of Maxim can be found in Maxim’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K (excluding any information and exhibits furnished under Item 2.02 or 7.01 thereof), each of which are incorporated by reference into this joint proxy statement/prospectus. In addition, you are urged to carefully consider the following material risks relating to the merger, the business of Analog Devices, the business of Maxim and the business of the combined company.

Risks Relating to the Merger

Because the exchange ratio is fixed and will not be adjusted in the event of any change in either Analog Devices’ or Maxim’s stock price, the value of the consideration that Maxim stockholders will receive in the merger is uncertain.

Upon completion of the merger, each share of Maxim common stock outstanding immediately prior to the merger, other than shares held in treasury by Maxim or held directly by Analog Devices or Acquisition Sub, will be converted into the right to receive 0.6300 of a share of Analog Devices common stock (with cash (without interest and less any applicable withholding taxes) in lieu of any fraction of a share of Analog Devices common stock). This exchange ratio is fixed in the merger agreement and will not be adjusted for changes in the market price of either Analog Devices common stock or Maxim common stock prior to the completion of the merger. The market prices of Analog Devices common stock and Maxim common stock have fluctuated prior to and after the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Analog Devices special meeting and the Maxim special meeting, respectively, and through the date the merger is consummated.

Because the value of the merger consideration will depend on the market price of Analog Devices common stock at the time the merger is completed, Maxim stockholders will not know or be able to determine at the time of the Maxim special meeting the market value of the merger consideration they would receive upon completion of the merger. Similarly, Analog Devices shareholders will not know or be able to determine at the time of the Analog Devices special meeting the market value of the shares of Analog Devices common stock to be issued pursuant to the merger agreement compared to the market value of the shares of Maxim common stock that are being exchanged in the merger.

Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in Analog Devices’ or Maxim’s respective businesses, operations and prospects, the uncertainty as to the extent of the duration, scope and impact of the COVID-19 pandemic, market assessments of the likelihood that the merger will be completed, interest rates, general market, industry and economic conditions and other factors generally affecting the respective prices of Analog Devices’ or Maxim’s common stock, federal, state and local legislation, governmental regulation and legal developments in the industry segments in which Analog Devices or Maxim operate, and the timing of the merger and receipt of required regulatory approvals.

Many of these factors are beyond Analog Devices’ and Maxim’s control, and neither Analog Devices nor Maxim is permitted to terminate the merger agreement solely due to a decline in the market price of the common

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stock of the other party. You are urged to obtain current market quotations for Analog Devices common stock and Maxim common stock in determining whether to vote in favor of the Analog Devices share issuance proposal, in the case of Analog Devices shareholders, or the Maxim merger proposal, in the case of Maxim stockholders.

The market price of Analog Devices common stock will continue to fluctuate after the merger.

Upon completion of the merger, Maxim stockholders will become holders of Analog Devices common stock. The market price of the common stock of the combined company will continue to fluctuate, potentially significantly, following completion of the merger, including for the reasons described above. As a result, former Maxim stockholders could lose some or all of the value of their investment in Analog Devices common stock. In addition, any significant price or volume fluctuations in the stock market generally could have a material adverse effect on the market for, or liquidity of, the Analog Devices common stock received in the merger, regardless of the combined company’s actual operating performance.

The merger may not be completed and the merger agreement may be terminated in accordance with its terms.

The merger is subject to a number of conditions that must be satisfied, including the approval by Analog Devices shareholders of the Analog Devices share issuance proposal and approval by Maxim stockholders of the Maxim merger proposal, or waived (to the extent permitted), in each case prior to the completion of the merger. These conditions are described in the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 144. These conditions to the completion of the merger, some of which are beyond the control of Analog Devices and Maxim, may not be satisfied or waived in a timely manner or at all, and, accordingly, the merger may be delayed or not completed.

Additionally, either Analog Devices or Maxim may terminate the merger agreement under certain circumstances, including, among other reasons, if the merger is not completed by July 12, 2021 (which date may be extended to October 12, 2021 under certain circumstances if certain regulatory approvals have not been obtained by July 12, 2021 and then again to January 12, 2022 under such circumstances if such regulatory approvals have still not been obtained by October 12, 2021). In addition, if the merger agreement is terminated under certain circumstances specified in the merger agreement, Analog Devices or Maxim, as applicable, may be required to pay the other party a termination fee of $725 million, including certain circumstances in which the Analog Devices board of directors or the Maxim board of directors, as applicable, effects a change of recommendation (as defined in the section entitled “The Merger Agreement—No Change of Recommendation” beginning on page 137) or under certain circumstances where Analog Devices or Maxim, as applicable, enters into an agreement with respect to (or consummates) a superior proposal following the termination of the merger agreement. In addition, if the merger agreement is terminated under certain other circumstances specified in the merger agreement, Analog Devices may be required to pay Maxim a termination fee of $830 million, including if Analog Devices or Maxim terminates the merger agreement because the merger has not been completed by January 12, 2022 and the only other conditions yet to be satisfied are those relating to certain required regulatory approvals and the absence of restraints under applicable competition laws. See the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 146 and the section entitled “The Merger Agreement—Termination Fees” beginning on page 147 for a more complete discussion of the circumstances under which the merger agreement could be terminated and when a termination fee may be payable by Analog Devices or Maxim.

The termination of the merger agreement could negatively impact Analog Devices or Maxim and the trading prices of Analog Devices or Maxim common stock.

If the merger is not completed for any reason, including because Analog Devices shareholders fail to approve the Analog Devices share issuance proposal or because Maxim stockholders fail to approve the Maxim merger proposal, the ongoing businesses of Analog Devices and Maxim may be adversely affected and, without

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realizing any of the expected benefits of having completed the merger, Analog Devices and Maxim would be subject to a number of risks, including the following:

The market price for shares of common stock of Analog Devices may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of shares of Analog Devices common stock or Maxim common stock.

Upon consummation of the merger, Analog Devices shareholders and Maxim stockholders will both hold shares of common stock in the combined company. Analog Devices’ businesses differ from those of Maxim, and Maxim’s businesses differ from those of Analog Devices, and, accordingly, the results of operations of the combined company will be affected by some factors that are different from those currently or historically affecting the results of operations of Analog Devices and those currently or historically affecting the results of operations of Maxim. The results of operations of the combined company may also be affected by factors different from those that currently affect or have historically affected either Analog Devices or Maxim. For a discussion of the businesses of each of Analog Devices and Maxim and some important factors to consider in connection with those businesses, see the section entitled “The Parties to the Merger” beginning on page 51 and the documents and information included elsewhere in this joint proxy statement/prospectus or incorporated by reference into this joint proxy statement/prospectus and listed under the section entitled “Where You Can Find More Information” beginning on page 195.

In addition, based on the number of shares of Maxim common stock outstanding as of August 31, 2020, it is expected that Analog Devices will issue approximately 168 million shares of Analog Devices common stock in the merger. Former Maxim stockholders may decide not to hold the shares of Analog Devices common stock that they will receive in the merger, and Analog Devices shareholders may decide to reduce their investment in Analog Devices as a result of the changes to Analog Devices’ investment profile as a result of the merger. Other Maxim stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of Analog Devices common stock that they receive in the merger. Such sales of Analog Devices common stock could have the effect of depressing the market price for Analog Devices common stock.

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The shares of common stock of the combined company to be received by Maxim stockholders as a result of the merger will have rights different from the shares of Maxim common stock.

Upon completion of the merger, Maxim stockholders will no longer be stockholders of Maxim but will instead become Analog Devices shareholders, and their rights as shareholders will be governed by the terms of the Massachusetts General Laws, Analog Devices’ amended and restated articles of organization, which is referred to as the “Analog Devices charter,” and Analog Devices’ amended and restated bylaws, which are referred to as the “Analog Devices bylaws.” See the section entitled “Comparison of Shareholders’ Rights” beginning on page 172 for a discussion of these rights.

After the merger, Maxim stockholders will have a significantly lower ownership and voting interest in Analog Devices than they currently have in Maxim and will exercise less influence over management and policies of the combined company.

Based on the number of shares of Analog Devices common stock and Maxim common stock outstanding on August 31, 2020 and the exchange ratio, upon completion of the merger, former Maxim stockholders are expected to own approximately 31% of the outstanding shares of Analog Devices common stock and Analog Devices shareholders immediately prior to the merger are expected to own approximately 69% of the outstanding shares of Analog Devices common stock. Consequently, former Maxim stockholders will have less influence over the management and policies of the combined company than they currently have over the management and policies of Maxim.

Until the completion of the merger or the termination of the merger agreement in accordance with its terms, Analog Devices and Maxim are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to Analog Devices or Maxim and their respective shareholders.

From and after the date of the merger agreement and prior to completion of the merger, the merger agreement restricts Analog Devices and Maxim from taking specified actions without the consent of the other party and requires that the business of each company and its respective subsidiaries be conducted in the ordinary course in all material respects. These restrictions may prevent Analog Devices or Maxim, as applicable, from making appropriate changes to their respective businesses or organizational structures or from pursuing attractive business opportunities that may arise prior to the completion of the merger, and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising from these restrictions during the pendency of the merger could be exacerbated by any delays in consummation of the merger or termination of the merger agreement. See the section entitled “The Merger Agreement—Conduct of Business Prior to the Merger’s Completion” beginning on page 132.

Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the merger.

The merger is subject to a number of conditions to closing as specified in the merger agreement. These closing conditions include, among others, the effectiveness of the registration statement on Form S-4 (of which this joint proxy statement/prospectus forms a part) registering the Analog Devices common stock issuable pursuant to the merger agreement and the absence of any stop order or proceedings by the SEC with respect thereto, the expiration or earlier termination of any applicable waiting period (or any extension thereof), and the receipt of required approvals, under U.S. and certain foreign competition laws, approval for listing on Nasdaq of the shares of Analog Devices common stock to be issued pursuant to the merger agreement, and the absence of governmental restraints or prohibitions preventing the consummation of the merger. The obligation of each of Maxim and Analog Devices to consummate the merger is also conditioned on, among other things, the truth and accuracy of the representations and warranties made by the other party on the date of the merger agreement and on the closing date (subject to certain materiality and material adverse effect qualifiers), and the performance by the other party in all material respects of its obligations under the merger agreement. No assurance can be given

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that the required shareholder, governmental and regulatory consents and approvals will be obtained or that the required conditions to closing will be satisfied, and, if all required consents and approvals are obtained and the required conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents and approvals. Any delay in completing the merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that Analog Devices and Maxim expect to achieve if the merger is successfully completed within its expected time frame. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 144.

Analog Devices and Maxim must obtain certain regulatory approvals and clearances to consummate the merger, which, if delayed, not granted or granted with burdensome or unacceptable conditions, could prevent, substantially delay or impair consummation of the merger, result in additional expenditures of money and resources or reduce the anticipated benefits of the merger.

The completion of the merger is subject to the receipt of regulatory clearance in the United States and in certain foreign jurisdictions.

With respect to the United States, under the HSR Act, the merger may not be completed until Notification and Report Forms have been filed with the FTC and the DOJ and the applicable waiting period (or any extension thereof) has expired or been terminated. A transaction requiring notification under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filing of their respective HSR notifications or the early termination of that waiting period, at the earliest. If the FTC or the DOJ issues a Request for Additional Information and Documentary Material (known as a Second Request) prior to the expiration of the waiting period, the parties must observe an additional 30-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period (or commit not to consummate the transaction for a specified period of time). Analog Devices and Maxim each filed an HSR notification with the FTC and the DOJ on July 24, 2020. On August 24, 2020, Analog Devices voluntarily withdrew its HSR notification and re-filed its HSR notification on August 26, 2020, commencing a new 30-day waiting period under the HSR Act.

At any time before or after consummation of the merger, notwithstanding the expiration or termination of the applicable waiting period under the HSR Act, the DOJ or the FTC, or any state, could take such action under competition laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the merger, and notwithstanding the expiration or termination of the applicable waiting period under the HSR Act, any state could take such action under competition laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. Under certain circumstances, private parties may also seek to take legal action against the transaction under competition laws.

The merger is also subject to clearance or approval by competition authorities in certain other jurisdictions. The merger cannot be completed until Analog Devices and Maxim obtain clearance to consummate the merger or applicable waiting periods (or any extension thereof) have expired or been terminated in each applicable jurisdiction. Analog Devices and Maxim, in consultation and cooperation with each other, will file notifications, as required by competition authorities in certain other jurisdictions, as promptly as practicable after the date of the merger agreement. The relevant competition authorities could take such actions under the applicable competition laws as they deem necessary or desirable, including seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. Any one of these requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the completion of or reduce the anticipated benefits of the merger. There is no assurance that Analog Devices and Maxim will obtain all required regulatory clearances or approvals on a timely basis, or at all. Failure

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to obtain the necessary clearance in any of these jurisdictions could substantially delay or prevent the consummation of the merger, which could negatively impact both Analog Devices and Maxim.

Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the merger.

The success of the merger will depend in part on the retention of personnel critical to the business and operations of the combined company due to, for example, their technical skills or management expertise. Competition for qualified personnel can be intense.

Current and prospective employees of Analog Devices and Maxim may experience uncertainty about their future role with Analog Devices and Maxim until strategies with regard to these employees are announced or executed, which may impair Analog Devices’ and Maxim’s ability to attract, retain and motivate key management, sales, marketing, technical and other personnel prior to and following the merger. Employee retention may be particularly challenging during the pendency of the merger, as employees of Analog Devices and Maxim may experience uncertainty about their future roles with the combined company. If Analog Devices and Maxim are unable to retain personnel that are critical to the successful integration and future operations of the companies, Analog Devices and Maxim could face disruptions in their operations, loss of existing customers or loss of sales to existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the merger.

If key employees of Analog Devices or Maxim depart, the integration of the companies may be more difficult and the combined company’s business following the merger may be harmed. Furthermore, the combined company may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the business of each of Analog Devices or Maxim, and the combined company’s ability to realize the anticipated benefits of the merger may be adversely affected. In addition, there could be disruptions to or distractions for the workforce and management, including disruptions associated with integrating employees into the combined company. No assurance can be given that the combined company will be able to attract or retain key employees of Analog Devices and Maxim to the same extent that those companies have been able to attract or retain their own employees in the past.

The merger, and uncertainty regarding the merger, may cause customers, suppliers, distributors or strategic partners to delay or defer decisions concerning Analog Devices or Maxim and adversely affect each company’s ability to effectively manage its respective business.

The merger will happen only if the stated conditions are met, including the approval of the Analog Devices share issuance proposal, the approval of the Maxim merger proposal and the receipt of required regulatory approvals, among other conditions. Many of the conditions are outside the control of Analog Devices and Maxim, and both parties also have certain rights to terminate the merger agreement. Accordingly, there may be uncertainty regarding the completion of the merger. This uncertainty may cause customers, suppliers, distributors, vendors, strategic partners or others that deal with Analog Devices or Maxim to delay or defer entering into contracts with Analog Devices or Maxim or making other decisions concerning Analog Devices or Maxim or seek to change or cancel existing business relationships with Analog Devices or Maxim, which could negatively affect their respective businesses. Any delay or deferral of those decisions or changes in existing agreements could have an adverse impact on the respective businesses of Analog Devices and Maxim, regardless of whether the merger is ultimately completed.

In addition, the merger agreement restricts Analog Devices, Maxim and their respective subsidiaries from making certain acquisitions and Analog Devices and Maxim and their respective subsidiaries from taking other specified actions during the pendency of the merger without the consent of the other parties. These restrictions may prevent Analog Devices and Maxim from pursuing attractive business opportunities or strategic transactions

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that may arise prior to the completion of the merger. See the section entitled “The Merger Agreement—Conduct of Business Prior to the Merger’s Completion” beginning on page 132 for a description of the restrictive covenants to which each of Analog Devices and Maxim is subject.

The opinions rendered to Analog Devices and Maxim from their respective financial advisors will not reflect changes in circumstances between the dates of such opinions and the completion of the merger.

Morgan Stanley and BofA Securities delivered their oral opinions to the Analog Devices board of directors on July 11, 2020, which opinions were subsequently confirmed in a written opinion from each of Morgan Stanley and BofA Securities dated as of the same date, that as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in the written opinions, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to Analog Devices. At the meeting of the Maxim board of directors on July 12, 2020, J.P. Morgan rendered an oral opinion to the Maxim board of directors, subsequently confirmed in writing by delivery of J.P. Morgan’s written opinion dated July 12, 2020, to the effect that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in its written opinion, the exchange ratio in the merger was fair, from a financial point of view, to Maxim stockholders.

Neither Analog Devices nor Maxim has obtained, nor will either of them obtain, an updated opinion from Morgan Stanley, BofA Securities or J.P. Morgan, as applicable, regarding the fairness, from a financial point of view, of the exchange ratio, including as of the date of this joint proxy statement/prospectus or of the special meetings, or prior to the completion of the merger. Each of Morgan Stanley’s opinion, BofA Securities’ opinion, and J.P. Morgan’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Morgan Stanley, BofA Securities and J.P. Morgan, as applicable, only as of the dates of the respective opinions of Morgan Stanley, BofA Securities and J.P. Morgan and such opinions do not address the fairness of the exchange ratio, from a financial point of view, at the time the merger is completed. Changes in the operations and prospects of Analog Devices or Maxim, general economic, monetary, market and other conditions and other factors that may be beyond the control of Analog Devices and Maxim, and on which the opinion of Morgan Stanley, the opinion of BofA Securities, and the opinion of J.P. Morgan was based, may alter the value of Analog Devices or Maxim or the prices of shares of Analog Devices common stock or Maxim common stock by the time the merger is completed. The opinions of Morgan Stanley, BofA Securities and J.P. Morgan do not speak as of any date other than the respective dates of such opinions. The recommendation of the Analog Devices board of directors that Analog Devices shareholders vote “FOR” the Analog Devices share issuance proposal and “FOR” the Analog Devices adjournment proposal and the recommendation of the Maxim board of directors that Maxim stockholders vote “FOR” the Maxim merger proposal, “FOR” the Maxim compensation proposal and “FOR” the Maxim adjournment proposal are each made as of the date of this joint proxy statement/prospectus. For a description of the opinions that Analog Devices and Maxim received from their respective financial advisors, see the sections entitled “The Merger—Opinions of Analog Devices’ Financial Advisors” beginning on page 86 and “The Merger—Opinion of Maxim’s Financial Advisor” beginning on page 102.

Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in the businesses of Analog Devices and Maxim, which could have an adverse effect on their respective businesses and financial results.

Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in the businesses of Analog Devices and Maxim. Specifically:

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In addition, Analog Devices and Maxim have each diverted significant management resources in an effort to complete the merger and are each subject to restrictions contained in the merger agreement on the conduct of their respective businesses. If the merger is not completed, Analog Devices and Maxim will have incurred significant costs, including the diversion of management resources, for which they will have received little or no benefit.

The directors and executive officers of Analog Devices and Maxim have interests and arrangements that may be different from, or in addition to, those of Analog Devices shareholders and Maxim stockholders.

When considering the recommendations of the Analog Devices boards of directors or the Maxim board of directors, as applicable, with respect to the proposals described in this joint proxy statement/prospectus, shareholders should be aware that the directors and executive officers of each of Analog Devices and Maxim have interests in the merger that are different from, or in addition to, those of Analog Devices shareholders and Maxim stockholders generally. These interests include the continued employment of certain executive officers of Analog Devices by the combined company, the continued service of certain directors of Analog Devices and Maxim as directors of the combined company, the treatment in the merger of outstanding equity, equity-based and incentive awards, severance arrangements, other compensation and benefit arrangements, and the right to continued indemnification of former Analog Devices and Maxim directors and officers by the combined company.

Analog Devices shareholders and Maxim stockholders should be aware of these interests when they consider the recommendations of the Analog Devices board of directors or the Maxim boards of directors, as applicable, that they vote to approve the Analog Devices share issuance proposal, in the case of Analog Devices shareholders, or that they vote to approve the Maxim merger proposal, in the case of Maxim stockholders. The Analog Devices board of directors was aware of and considered these interests when it determined that the merger and the share issuance were fair to and in the best interests of Analog Devices and its shareholders, approved and declared advisable the merger agreement, and recommended that Analog Devices shareholders approve the share issuance. The interests of Analog Devices directors and executive officers are described in more detail in the section entitled “Interests of Analog Devices’ Directors and Executive Officers in the Merger” beginning on page 163. Likewise, the Maxim board of directors was aware of and considered these interests when it determined that the merger was fair to and in the best interests of Maxim and its stockholders, approved and declared advisable the merger agreement, and recommended that Maxim stockholders adopt the merger agreement. The interests of Maxim directors and executive officers are described in more detail in the section entitled “Interests of Maxim’s Directors and Executive Officers in the Merger” beginning on page 164.

Analog Devices or Maxim may waive one or more of the closing conditions without re-soliciting shareholder approval.

To the extent permitted by law, Analog Devices or Maxim may determine to waive, in whole or part, one or more of the conditions to their respective obligations to consummate the merger. Analog Devices and Maxim currently expect to evaluate the materiality of any waiver and its effect on Analog Devices shareholders or Maxim stockholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies or voting cards is required in light of such waiver. Any determination as to whether to waive any condition to the merger or as to re-soliciting shareholder approval or amending this joint proxy statement/prospectus as a result of a waiver will be made by Analog Devices or Maxim, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

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The merger agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with either Analog Devices or Maxim.

The merger agreement contains “no shop” provisions that restrict each of Analog Devices’ and Maxim’s ability to, among other things (each as described under the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals” beginning on page 135):

Furthermore, there are only limited exceptions to the requirement under the merger agreement that neither the Analog Devices board of directors nor the Maxim board of directors withdraw, modify, amend or qualify the Analog Devices recommendation or the Maxim recommendation, as applicable (each as defined in the section entitled “The Merger Agreement—Representations and Warranties” beginning on page 129). Although the Analog Devices board of directors or Maxim board of directors is permitted to effect a change of recommendation, after complying with certain procedures set forth in the merger agreement, in response to a superior proposal or to an intervening event (if the applicable board of directors determines in good faith that a failure to do so would be reasonably likely to be inconsistent with its fiduciary duties under applicable law), such change of recommendation would entitle the other party to terminate the merger agreement and collect a termination fee from the party making a change of recommendation in the amount of $725 million. For more information, see the sections entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 146 and “The Merger Agreement—Termination Fees” beginning on page 147.

These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or merger, even if it were prepared to pay consideration with a higher value than that implied by the exchange ratio in the merger, or might result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

The merger will involve substantial costs.

Analog Devices and Maxim have incurred and expect to incur a number of non-recurring costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the merger. These costs and expenses include fees paid to financial, legal and accounting advisors, facilities and systems consolidation costs, severance and other potential employment-related costs, including severance payments that may be made to certain Maxim employees, filing fees, printing expenses and other related charges. Some of these costs are payable by Analog Devices or Maxim regardless of whether the merger is completed.

The combined company will also incur restructuring and integration costs in connection with the merger. The costs related to restructuring will be expensed as a cost of the ongoing results of operations of either Analog Devices or the combined company. There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the merger and the integration of Maxim’s

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business. Although Analog Devices expects that the elimination of duplicative costs, strategic benefits, and additional income, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction, merger-related and restructuring costs over time, any net benefit may not be achieved in the near term or at all. Many of these costs will be borne by Analog Devices even if the merger is not completed. While Analog Devices has assumed that certain expenses would be incurred in connection with the merger and the other transactions contemplated by the merger agreement, there are many factors beyond Analog Devices’ control that could affect the total amount or the timing of the integration and implementation expenses.

Analog Devices shareholders and Maxim stockholders will not be entitled to appraisal rights in the merger.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders of a corporation to dissent from an extraordinary transaction, such as a merger, and to demand that such corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to such stockholders in connection with the extraordinary transaction. Under the DGCL, stockholders do not have appraisal rights if the shares of stock they hold are either listed on a national securities exchange or held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the merger agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash in lieu of fractional shares or (d) any combination of the foregoing.

Because the merger is of Acquisition Sub with and into Maxim and holders of Analog Devices common stock will continue to hold their shares following completion of the merger, holders of Analog Devices common stock are not entitled to appraisal rights.

Because shares of Analog Devices common stock are listed on Nasdaq, a national securities exchange, and are expected to continue to be so listed, and because Maxim stockholders are not required by the terms of the merger agreement to accept for their shares anything other than shares of Analog Devices common stock and cash in lieu of fractional shares, holders of Maxim common stock will not be entitled to appraisal rights in the merger. See the section entitled “No Appraisal Rights” beginning on page 185.

Lawsuits have been filed against Maxim, Analog Devices, Acquisition Sub and the members of the Maxim board of directors in connection with the merger and additional lawsuits may be filed in the future. An adverse ruling in any such lawsuit may prevent the merger from becoming effective or from becoming effective within the expected time frame.

Transactions like the proposed merger are frequently subject to litigation or other legal proceedings, including actions alleging that the Analog Devices board of directors or the Maxim board of directors breached their respective fiduciary duties to their shareholders by entering into the merger agreement, by failing to obtain a greater value in the transaction for their shareholders or otherwise. As of September 1, 2020, purported Maxim stockholders have filed three complaints in federal court in connection with the merger, including one putative securities class action. The complaints name Maxim, its directors and, in one instance, Analog Devices and Acquisition Sub as defendants and seek, among other remedies, to enjoin the merger. For additional information see the section entitled “The Merger—Litigation Relating to the Merger” beginning on page 121. Additional lawsuits related to the merger may be filed in the future. Although Analog Devices and Maxim will defend against such lawsuits, there can be no assurance that they will be successful in doing so. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on the business, results of operation or financial position of Analog Devices, Maxim or the combined company, including through the possible diversion of either company’s resources or distraction of key personnel. See the section entitled “The Merger—Litigation Relating to the Merger” beginning on page 121 for more information about the lawsuits that have been filed related to the merger.

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Furthermore, one of the conditions to the completion of the merger is that no injunction by any court or other governmental entity of competent jurisdiction will be in effect that prevents, enjoins or makes illegal the consummation of the merger. As such, if any of the plaintiffs are successful in obtaining an injunction preventing the consummation of the merger, that injunction may prevent the merger from becoming effective or from becoming effective within the expected time frame.

Risks Relating to the Combined Company

Combining the businesses of Analog Devices and Maxim may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated benefits of the merger, which may adversely affect the combined company’s business results and negatively affect the value of the combined company’s common stock.

The success of the merger will depend on, among other things, the ability of Analog Devices and Maxim to combine their businesses in a manner that facilitates growth opportunities and realizes expected cost savings. Analog Devices and Maxim have entered into the merger agreement because each believes that the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of their respective shareholders and that combining the businesses of Analog Devices and Maxim will produce benefits and cost savings. See also the section entitled “The Merger—Recommendation of the Analog Devices Board of Directors; Analog Devices’ Reasons for the Merger” beginning on page 78 and “ The Merger—Recommendation of the Maxim Board of Directors; Maxim’s Reasons for the Merger” beginning on page 81.

However, Analog Devices and Maxim must successfully combine their respective businesses in a manner that permits these benefits to be realized. In addition, the combined company must achieve the anticipated growth and cost savings without adversely affecting current revenues and investments in future growth. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected.

An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the common stock of the combined company.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and cost savings, if achieved, may be lower than what Analog Devices and Maxim expect and may take longer to achieve than anticipated. If Analog Devices and Maxim are not able to adequately address integration challenges, they may be unable to successfully integrate their operations or realize the anticipated benefits of the integration of the two companies.

The failure to successfully integrate the businesses and operations of Analog Devices and Maxim in the expected time frame may adversely affect the combined company’s future results.

Analog Devices and Maxim have operated and, until the completion of the merger, will continue to operate independently. There can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key Analog Devices employees or key Maxim employees, the loss of customers, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, the following issues, among others, must be addressed in integrating the operations of Analog Devices and Maxim in order to realize the anticipated benefits of the merger so the combined company performs as expected:

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In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the merger and the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt each company’s ongoing business and the business of the combined company.

The combined company may not be able to retain customers, suppliers or distributors, or customers, suppliers or distributors may seek to modify contractual relationships with the combined company, which could have an adverse effect on the combined company’s business and operations. Third parties may terminate or alter existing contracts or relationships with Analog Devices or Maxim.

As a result of the merger, the combined company may experience impacts on relationships with customers, suppliers and distributors that may harm the combined company’s business and results of operations. Certain customers, suppliers or distributors may seek to terminate or modify contractual obligations following the merger whether or not contractual rights are triggered as a result of the merger. There can be no guarantee that customers, suppliers and distributors will remain with or continue to have a relationship with the combined company or do so on the same or similar contractual terms following the merger. If any customers, suppliers or distributors seek to terminate or modify contractual obligations or discontinue the relationship with the combined company, then the combined company’s business and results of operations may be harmed. Furthermore, the combined company will not have long-term arrangements with many of its significant suppliers. If the combined company’s suppliers were to seek to terminate or modify an arrangement with the combined company, then the combined company may be unable to procure necessary supplies from other suppliers in a timely and efficient manner and on acceptable terms, or at all.

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Analog Devices and Maxim also have contracts with vendors, landlords, licensors and other business partners which may require Analog Devices or Maxim, as applicable, to obtain consent from these other parties in connection with the merger. If these consents cannot be obtained, the combined company may suffer a loss of potential future revenue, incur costs and lose rights that may be material to the combined company’s business. In addition, third parties with whom Analog Devices or Maxim currently have relationships may terminate or otherwise reduce the scope of their relationship with either party in anticipation of the merger. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the merger. The adverse effect of any such disruptions could also be exacerbated by a delay in the completion of the merger or by a termination of the merger agreement.

The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business and operations.

The combined company may be exposed to increased litigation from shareholders, customers, suppliers, distributors, consumers and other third parties due to the combination of Analog Devices’ business and Maxim’s business following the merger. Such litigation may have an adverse impact on the combined company’s business and results of operations or may cause disruptions to the combined company’s operations.

The Analog Devices and Maxim unaudited prospective financial information is inherently subject to uncertainties, the unaudited pro forma condensed combined financial information included in this document is preliminary and the combined company’s actual financial position and results of operations after the merger may differ materially from these estimates and the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus. The unaudited pro forma condensed combined financial information does not reflect the effect of any divestitures that may be required in connection with the merger.

The unaudited pro forma condensed combined financial information and unaudited pro forma per share data included in this joint proxy statement/prospectus are presented for illustrative purposes only, contain a variety of adjustments, assumptions and preliminary estimates and are not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the merger been completed on the dates indicated. The combined company’s actual results and financial position after the merger may differ materially and adversely from the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus. The unaudited pro forma condensed combined financial information does not reflect the effect of any divestitures that may be required in connection with the merger. For more information, see the sections entitled “Comparative Historical Unaudited Pro Forma Per Share Data” beginning on page 32 and “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 150.

While presented with numeric specificity, the Analog Devices and Maxim unaudited pro forma condensed combined financial information provided in this joint proxy statement/prospectus is based on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition, general business, the semiconductor and related industries, and economic, market and financial conditions and additional matters specific to Analog Devices’ or Maxim’s business, as applicable) that are inherently subjective and uncertain and are beyond the control of the respective management teams of Analog Devices and Maxim. As a result, actual results may differ materially from the unaudited pro forma condensed combined financial information. Important factors that may affect actual results and cause these unaudited projected financial forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to Analog Devices’ or Maxim’s business, as applicable (including each company’s ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions. For more information see the sections entitled “The Merger—Analog Devices Unaudited Financial Projections” beginning on page 111, “The Merger—Maxim Unaudited Financial Projections” beginning on page 114 and “The Merger—Certain Estimated Synergies” beginning on page 117.

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The combined company may be unable to retain Analog Devices and Maxim personnel successfully after the merger is completed.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of the professionals currently employed by Analog Devices and Maxim. It is possible that these employees may decide not to remain with Analog Devices or Maxim, as applicable, while the merger is pending, or with the combined company. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Analog Devices and Maxim to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, Analog Devices and Maxim may not be able to locate suitable replacements for any key employees that leave either company or offer employment to potential replacements on reasonable terms.

The combined company’s debt may limit its financial flexibility.

Analog Devices and Maxim continue to review the treatment of their existing indebtedness. Analog Devices and Maxim may seek to repay, refinance, repurchase, redeem, exchange or otherwise terminate their existing indebtedness prior to, in connection with or following the completion of the merger. If either Analog Devices or Maxim seeks to refinance its existing indebtedness, there can be no guarantee that it will be able to execute the refinancing on favorable terms or at all. Alternatively, Analog Devices and Maxim may seek to leave all or a portion of their existing indebtedness outstanding as the primary obligation of the combined company or to incur additional indebtedness or refinancing indebtedness prior to, in connection with or following the completion of the merger.

Analog Devices’ or Maxim’s substantial indebtedness could have adverse effects on such company’s and/or the combined company’s financial condition and results of operations, including:

The companies’ ability to arrange any additional financing for the purposes described above or otherwise will depend on, among other factors, the companies’ respective financial positions and performance, as well as prevailing market conditions and other factors beyond their control. The level and quality of the combined company’s earnings, operations, business and management, among other things, will impact the determination of the combined company’s credit ratings. A decrease in the ratings assigned to the combined company by the ratings agencies may negatively impact the combined company’s access to the debt capital markets and increase the combined company’s cost of borrowing. There can be no assurance that the combined company will be able to obtain financing on acceptable terms or at all. In addition, there can be no assurance that the combined company will be able to maintain the current creditworthiness or prospective credit ratings of Analog Devices or Maxim, and any actual or anticipated changes or downgrades in such credit ratings may have a negative impact on the liquidity, capital position or access to capital markets of the combined company.

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If the existing indebtedness of Analog Devices and/or Maxim remains outstanding, or if either company refinances its existing indebtedness, covenants contained in the agreements governing such indebtedness will impose restrictions on the combined company and certain of its subsidiaries that may affect their ability to operate their businesses.

The agreements that govern the indebtedness of Analog Devices and Maxim, in addition to any refinanced indebtedness, may contain various affirmative and negative covenants. Such covenants may, subject to certain significant exceptions, restrict the ability of the combined company and certain of its subsidiaries to, among other things, incur liens, incur debt, engage in mergers, consolidations and acquisitions, transfer assets outside the ordinary course of business, make loans or other investments, pay dividends, repurchase equity interests, make other payments with respect to equity interests, repay or repurchase subordinated debt and engage in affiliate transactions. In addition, the agreements governing the existing indebtedness of Analog Devices and Maxim contain financial covenants that would require the combined company to maintain certain financial ratios under certain circumstances. The ability of the combined company and its subsidiaries to comply with these provisions may be affected by events beyond their control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate the combined company’s repayment obligations.

Declaration, payment and amounts of dividends, if any, distributed to shareholders of the combined company will be uncertain.

Whether any dividends are declared or paid to shareholders of the combined company, and the amounts of any such dividends that are declared or paid, are uncertain and depend on a number of factors. If dividends are paid to shareholders of the combined company, they may not be of the same amount as paid by Analog Devices or Maxim to their respective shareholders prior to the merger. The Analog Devices board of directors will have the discretion to determine the dividend policy of the combined company, including the amount and timing of dividends, if any, that the combined company may declare from time to time, which may be impacted by any of the following factors:

Shareholders should be aware that they have no contractual or other legal right to dividends that have not been declared.

The combined company is subject to risks arising from the ongoing COVID-19 pandemic.

The outbreak of COVID-19, which the World Health Organization declared a pandemic in March 2020, has spread across the globe and disrupted the global economy. Governmental actions to reduce the spread of COVID-19 have negatively impacted the macroeconomic environment in many ways, while the pandemic itself has significantly increased economic uncertainty and abruptly reduced economic activity.

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The extent to which the COVID-19 pandemic will impact the combined company is highly uncertain and is difficult to predict. The pandemic’s effects and their extent will depend on various factors, including, but not limited to, the duration, scope and impact of the pandemic, restrictions on business and social distancing guidelines that may be requested or mandated by governmental authorities and how quickly and to what extent normal economic and operating conditions can resume. Relevant adverse consequences of the pandemic could include reduced liquidity, increased volatility of the combined company’s stock price, operational disruption or failure due to spread of disease within the combined company or due to restrictions on business and social distancing guidelines imposed or requested by governmental authorities, unavailability of raw materials, disruption in the supply chain and increased cybersecurity and fraud risks due to increased online and remote activity, as well as the adverse consequences of a macroeconomic slowdown, recession or depression.

Even after the COVID-19 pandemic has subsided, the combined company may continue to experience adverse impacts to its business as a result of the COVID-19’s global economic impact, including reduced availability of credit, adverse impacts on liquidity and the negative financial effects from any recession or depression that may occur.

Other Risk Factors of Analog Devices and Maxim

Analog Devices’ and Maxim’s businesses are and will be subject to the risks described above. In addition, Analog Devices and Maxim are, and will continue to be, subject to the risks described in, as applicable, the Analog Devices Annual Report on Form 10-K for the year ended November 2, 2019, and the Maxim Annual Report on Form 10-K for the year ended June 27, 2020, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 195 for the location of information incorporated by reference into this joint proxy statement/prospectus.

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THE PARTIES TO THE MERGER

Analog Devices, Inc.

One Technology Way

Norwood, Massachusetts 02062-9106

(781) 329-4700

Analog Devices is a global leader in the design, manufacture and marketing of a broad portfolio of solutions that leverage high-performance analog, mixed-signal and digital signal processing technology, including integrated circuits, algorithms, software and subsystems. Since its inception in 1965, Analog Devices has focused on solving the engineering challenges associated with signal processing in virtually all types of electronic applications. Analog Devices’ signal processing products play a fundamental role in converting, conditioning and processing real-world phenomena such as temperature, pressure, sound, light, speed and motion into electrical signals to be used in a wide array of electronic applications.

Analog Devices common stock is listed on Nasdaq under the ticker symbol “ADI.”

For more information about Analog Devices, please visit Analog Devices’ website at http://www.analog.com. The information contained on Analog Devices’ website or accessible through it (other than the documents incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about Analog Devices is included in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 195.

Maxim Integrated Products, Inc.

160 Rio Robles

San Jose, California 95134

(408) 601-1000

Maxim designs, develops, manufactures and markets a broad range of linear and mixed-signal integrated circuits, commonly referred to as analog circuits, for a large number of customers in diverse geographic locations. Maxim is a global company with a wafer manufacturing facility in the United States, testing facilities in the Philippines and Thailand, and sales and circuit design offices around the world. Maxim also utilizes third party foundries to manufacture its products. The major end markets in which Maxim’s products are sold are the Automotive, Communications and Data Center, Computing, Consumer and Industrial markets.

Maxim is a Delaware corporation that was originally incorporated in California in 1983. Maxim common stock is listed on the Nasdaq under the ticker symbol “MXIM.”

For more information about Maxim, please visit Maxim’s website at http://www.maximintegrated.com. The information contained on Maxim’s website or accessible through it (other than the documents incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about Maxim is included in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 195.

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Magneto Corp.

One Technology Way

Norwood, Massachusetts 02062-9106

(781) 329-4700

Acquisition Sub was formed by Analog Devices solely in contemplation of the merger, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. By operation of the merger, Acquisition Sub will be merged with and into Maxim, with Maxim continuing as the surviving corporation and as a wholly owned subsidiary of Analog Devices.

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THE ANALOG DEVICES SPECIAL MEETING

This joint proxy statement/prospectus is being mailed to holders of record of Analog Devices common stock as of the close of business on August 31, 2020 and constitutes notice of the Analog Devices special meeting in conformity with the requirements of the Massachusetts General Laws and the Analog Devices bylaws.

This joint proxy statement/prospectus is being provided to Analog Devices shareholders as part of a solicitation of proxies by the Analog Devices board of directors for use at the Analog Devices special meeting and at any adjournments or postponements of the Analog Devices special meeting. Analog Devices shareholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the merger agreement and the transactions contemplated by the merger agreement.

Date, Time and Place of the Analog Devices Special Meeting

The Analog Devices special meeting is scheduled to be held at Analog Devices’ offices located at One Technology Way, Norwood, Massachusetts 02062, on October 8, 2020, beginning at 11:00 a.m., Eastern Time, unless postponed to a later date.

Due to concerns about the COVID-19 pandemic and limitations on the size of public gatherings, we may hold the Analog Devices special meeting solely by means of remote communication. In that event, we will announce any change as promptly as practicable, and details on how to participate will be issued by press release, posted on our website and filed with the U.S. Securities and Exchange Commission as supplemental proxy material.

Due to the COVID-19 pandemic, social distancing guidelines and limitations on the size of public gatherings, shareholders who wish to attend the Analog Devices special meeting in person must register in advance by contacting Analog Devices by phone at (781) 461-3282 no later than the close of business on October 1, 2020, or by delivering notice (which must be received no later than the close of business on October 1, 2020) to the following address: Analog Devices, Inc., Attn: Investor Relations, 1 Analog Way, Wilmington, Massachusetts 01887. Due to space constraints and social distancing guidelines, only shareholders as of the record date (or their legal proxies) who have registered in advance and have a valid confirmation of registration will be admitted to the Analog Devices special meeting. If you are a shareholder of record as of the record date, your name will be verified against the list of shareholders of record as of the record date prior to your admission to the Analog Devices special meeting. If you are a proxyholder, you will be required to present a validly executed written legal proxy of a shareholder as of the record date in order to be admitted to the meeting. In addition, anyone who attends the Analog Devices special meeting in person will be subject to heightened screening procedures, including health screening procedures. These procedures are designed to comply with applicable legal restrictions and to promote the health and safety of attendees at the meeting.

Matters to Be Considered at the Analog Devices Special Meeting

The purposes of the Analog Devices special meeting are as follows, each as further described in this joint proxy statement/prospectus:

Recommendation of the Analog Devices Board of Directors

The Analog Devices board of directors unanimously recommends that Analog Devices shareholders vote:

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After careful consideration, the Analog Devices board of directors unanimously: (1) determined that the merger and the transactions contemplated by the merger agreement are fair to and in the best interests of Analog Devices and its shareholders; (2) approved and declared advisable the merger and the transactions contemplated by the merger agreement; (3) subject to the terms and conditions set forth in the merger agreement, approved the share issuance; (4) directed that the Analog Devices share issuance proposal be submitted to a vote of Analog Devices shareholders; (5) recommended the approval of the Analog Devices share issuance proposal for the purposes of the rules and regulations of Nasdaq by Analog Devices shareholders; and (6) resolved to include such recommendation in this joint proxy statement/prospectus.

See also the section entitled “The Merger—Recommendation of the Analog Devices Board of Directors; Analog Devices’ Reasons for the Merger” beginning on page 78.

Record Date for the Analog Devices Special Meeting and Voting Rights

The record date to determine who is entitled to receive notice of and to vote at the Analog Devices special meeting or any adjournments or postponements thereof is August 31, 2020. As of the close of business on the Analog Devices record date, there were 369,559,767 shares of Analog Devices common stock issued and outstanding and entitled to vote at the Analog Devices special meeting. Each Analog Devices shareholder will have one vote for any matter properly brought before the Analog Devices special meeting for each share of Analog Devices common stock such holder owned at the close of business on the Analog Devices record date. Only Analog Devices shareholders of record at the close of business on the Analog Devices record date are entitled to receive notice of and to vote at the Analog Devices special meeting and any and all adjournments or postponements thereof.

Quorum; Abstentions and Broker Non-Votes

A quorum of shareholders is necessary to conduct the Analog Devices special meeting. The holders of a majority of the shares of Analog Devices common stock issued and outstanding and entitled to vote at the meeting must be present in person or represented by proxy at the Analog Devices special meeting in order to constitute a quorum. Abstentions will be counted for purposes of determining whether a quorum exists. If a quorum is not present, the Analog Devices special meeting will be postponed until the holders of the number of shares of Analog Devices common stock required to constitute a quorum attend.

Banks, brokers or other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine.” Generally, a broker non-vote occurs on an item when a bank, broker or other nominee returns a proxy but does not provide instructions as to how shares should be voted on a particular matter. Because none of the proposals to be voted on at the Analog Devices special meeting are “routine” matters for which brokers may have discretionary authority to vote, Analog Devices does not expect any broker non-votes at the Analog Devices special meeting. As a result, if you hold your shares of Analog Devices common stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in one of the ways indicated by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote.

If you submit a properly executed proxy card, even if you abstain from voting or vote against the Analog Devices share issuance proposal or Analog Devices adjournment proposal, your shares of Analog Devices common stock will be counted for purposes of calculating whether a quorum is present at the Analog Devices special meeting. Executed but unvoted proxies will be voted in accordance with the recommendations of the Analog Devices board of directors. If additional votes must be solicited to approve the Analog Devices share issuance proposal, it is expected that the meeting will be adjourned to solicit additional proxies.

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Required Votes; Vote of Analog Devices’ Directors and Executive Officers

The vote required to approve the Analog Devices share issuance proposal assumes the presence of a quorum.

As of the Analog Devices record date, Analog Devices directors and executive officers, and their affiliates, as a group, owned and were entitled to vote less than 1% of the total outstanding shares of Analog Devices common stock. Although none of them has entered into any agreement obligating them to do so, Analog Devices currently expects that all of its directors and executive officers will vote their shares “FOR” the Analog Devices share issuance proposal and “FOR” the Analog Devices adjournment proposal. See also the section entitled “Interests of Analog Devices’ Directors and Executive Officers in the Merger” beginning on page 163 and the arrangements described in Part III of Analog Devices’ Annual Report on Form 10-K for the fiscal year ended on November 2, 2019, and Analog Devices’ Definitive Proxy Statement on Schedule 14A for Analog Devices’ annual meeting filed with the SEC on January 24, 2020, both of which are incorporated into this joint proxy statement/prospectus by reference.

Methods of Voting

If you are a shareholder of record, you may vote by proxy through the Internet, by telephone or by mail, or by voting in person at the Analog Devices special meeting. For shares held through a bank, broker or other nominee in “street name” instead of as a registered holder, you may vote by submitting your voting instructions to your bank, broker or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail as indicated below. Please refer to the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee, your shares of Analog Devices common stock will not be voted on any proposal as your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the Analog Devices special meeting; see the section entitled “The Analog Devices Special Meeting—Quorum; Abstentions and Broker Non-Votes” beginning on page 54.

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If you are a shareholder of record, proxies submitted over the Internet, by telephone or by mail as described above must be received by 11:59 p.m., Eastern Time, on October 7, 2020.

Notwithstanding the above, if the shares you own are held in “street name” and you submit voting instructions to your bank, broker or other nominee, your instructions must be received by the bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions.

If you deliver a proxy pursuant to this joint proxy statement/prospectus, but do not specify a choice with respect to any proposal set forth in this joint proxy statement/prospectus, your underlying shares of Analog Devices common stock will be voted on such uninstructed proposal in accordance with the recommendation of the Analog Devices board of directors. Analog Devices does not expect that any matter other than the proposals listed above will be brought before the Analog Devices special meeting, and the Analog Devices bylaws provide that the only business that may be conducted at the Analog Devices special meeting are those proposals brought before the meeting pursuant to this joint proxy statement/prospectus.

Revocability of Proxies

If you are a shareholder of record of Analog Devices, you can revoke your proxy or change your vote at any time before the proxy is voted at the Analog Devices special meeting by taking any one of the following actions:

Your attendance at the Analog Devices special meeting alone will not revoke your proxy. Execution or revocation of a proxy will not in any way affect your right to attend the special meeting and vote in person.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Yoon Ah Oh, Secretary

Analog Devices, Inc.

1 Analog Way

Wilmington, Massachusetts 01887

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If your shares are held in “street name,” you may submit a new, later-dated voting instruction form or contact your bank, broker or other nominee. You may also vote in person at the Analog Devices special meeting if you obtain a legal proxy from your bank, broker or other nominee, issued in your name giving you the right to vote your shares.

Proxy Solicitation Costs

Analog Devices is soliciting proxies to provide an opportunity to all Analog Devices shareholders to vote on agenda items, whether or not the shareholders are able to attend the Analog Devices special meeting or an adjournment or postponement thereof. Analog Devices will bear the entire cost of soliciting proxies from its shareholders. In addition to the solicitation of proxies by mail, Analog Devices will ask banks, brokers and other custodians, nominees and fiduciaries to forward the proxy solicitation materials to the beneficial owners of shares of Analog Devices common stock held of record by such nominee holders. Analog Devices will reimburse these nominee holders for their reasonable out-of-pocket expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Analog Devices has retained Innisfree to assist in the solicitation process. Analog Devices estimates that it will pay Innisfree a fee of approximately $30,000, plus additional fees to be determined at the conclusion of the solicitation and reimbursement of reasonable expenses. Analog Devices also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Proxies may be solicited on behalf of Analog Devices or by Analog Devices directors, officers and other employees in person, by mail, by telephone, by facsimile, by messenger, via the Internet or by other means of communication, including electronic communication. Directors, officers and employees of Analog Devices will not be paid any additional amounts for their services or solicitation in this regard.

Attending the Analog Devices Special Meeting

You are entitled to attend the Analog Devices special meeting only if you are a shareholder of record of Analog Devices at the close of business on August 31, 2020 (the record date for the Analog Devices special meeting) or you hold your shares of Analog Devices beneficially in the name of a broker, bank or other nominee as of the Analog Devices record date, or you hold a valid proxy for the Analog Devices special meeting.

You will need to register in advance and bring identification along with either your notice of special meeting or proof of stock ownership to enter the Analog Devices special meeting. If a broker, bank or other nominee is the record owner of your shares of Analog Devices common stock, you will need to have proof that you were the beneficial owner as of the Analog Devices record date to be admitted to the Analog Devices special meeting. To be able to vote your shares held in “street name” at the Analog Devices special meeting, you will need to obtain a legal proxy from your bank, broker or other nominee, issued in your name giving you the right to vote your shares.

If you do not provide photo identification or comply with the other procedures outlined above upon request, you might not be admitted to the Analog Devices special meeting.

Householding

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more shareholders sharing the same address by delivering a single proxy statement or a single notice addressed to those shareholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you

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revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can request prompt delivery of a copy of this joint proxy statement/prospectus by writing to Investor Relations Department, Analog Devices, Inc., 1 Analog Way, Wilmington, Massachusetts 01887, sending an email to investor.relations@analog.com or by calling (781) 461-3282.

Tabulation of Votes

The Analog Devices board of directors will appoint an independent inspector of election for the Analog Devices special meeting. The inspector of election will, among other matters, determine the number of shares of Analog Devices common stock present in person or represented by proxy at the Analog Devices special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to Analog Devices shareholders.

Adjournments

If a quorum is present at the Analog Devices special meeting but there are insufficient votes at the time of the Analog Devices special meeting to approve the Analog Devices share issuance proposal, then Analog Devices shareholders may be asked to vote on the Analog Devices adjournment proposal.

At any subsequent reconvening of the Analog Devices special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting, and all proxies will be voted in the same manner as they would have been voted at the original convening of the Analog Devices special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Assistance

If you need assistance voting or completing your proxy card or have questions regarding the Analog Devices special meeting, please contact Innisfree, the proxy solicitation agent for Analog Devices:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders may call toll-free: (888) 750-5834

Banks and brokers may call collect: (212) 750-5833

ANALOG DEVICES SHAREHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, ANALOG DEVICES SHAREHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

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ANALOG DEVICES PROPOSAL 1: APPROVAL OF THE SHARE ISSUANCE

This joint proxy statement/prospectus is being furnished to you as an Analog Devices shareholder as part of the solicitation of proxies by the Analog Devices board of directors for use at the Analog Devices special meeting to consider and vote upon a proposal to approve the issuance of shares of Analog Devices common stock to Maxim stockholders in connection with the merger, which issuance is referred to as the “share issuance” and which proposal is referred to as the “Analog Devices share issuance proposal.” Based on the number of shares of Maxim common stock outstanding as of August 31, 2020 Analog Devices expects to issue, in the aggregate, approximately 168,195,247 shares of Analog Devices common stock to Maxim stockholders in connection with the merger. The actual number of shares of Analog Devices common stock to be issued in connection with the merger will be determined at the effective time based on the exchange ratio and the number of shares of Maxim common stock outstanding at such time. Based on the number of shares of Analog Devices common stock and Maxim common stock outstanding on August 31, 2020, upon completion of the merger, former Maxim stockholders are expected to own approximately 31% of the outstanding shares of Analog Devices common stock and Analog Devices shareholders immediately prior to the merger are expected to own approximately 69% of the outstanding shares of Analog Devices common stock.

The Analog Devices board of directors unanimously determined that the merger and the share issuance are fair to and in the best interests of Analog Devices and its shareholders, and approved and declared advisable the merger agreement. Accordingly, the Analog Devices board of directors unanimously recommends that Analog Devices shareholders vote “FOR” the Analog Devices share issuance proposal, and “FOR” the Analog Devices adjournment proposal.

The merger cannot be completed unless the Analog Devices share issuance proposal is approved by Analog Devices shareholders. Assuming a quorum is present at the Analog Devices special meeting, approval of the Analog Devices share issuance proposal requires the affirmative vote of a majority of votes cast on the proposal. A failure to vote, a broker non-vote or an abstention will have no effect on the outcome of the Analog Devices share issuance proposal, assuming a quorum is present.

IF YOU ARE AN ANALOG DEVICES SHAREHOLDER, THE ANALOG DEVICES BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ANALOG DEVICES SHARE ISSUANCE PROPOSAL (ANALOG DEVICES PROPOSAL 1)

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ANALOG DEVICES PROPOSAL 2: ADJOURNMENT OF THE ANALOG DEVICES SPECIAL MEETING

The Analog Devices special meeting may be adjourned to another time and place if necessary to permit solicitation of additional proxies if there are insufficient votes to approve the Analog Devices share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Analog Devices shareholders.

Analog Devices is asking its shareholders to authorize the holder of any proxy solicited by the Analog Devices board of directors to vote in favor of any adjournment of the Analog Devices special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Analog Devices share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Analog Devices shareholders.

The Analog Devices board of directors unanimously recommends that Analog Devices shareholders approve the proposal to adjourn the Analog Devices special meeting, if necessary.

Whether or not there is a quorum, approval of the Analog Devices adjournment proposal requires the affirmative vote of a majority of votes cast on the proposal. A failure to vote, a broker non-vote or an abstention will have no effect on the outcome of the Analog Devices adjournment proposal.

IF YOU ARE AN ANALOG DEVICES SHAREHOLDER, THE ANALOG DEVICES BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ANALOG DEVICES ADJOURNMENT PROPOSAL (ANALOG DEVICES PROPOSAL 2)

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THE MAXIM SPECIAL MEETING

This joint proxy statement/prospectus is being provided to Maxim stockholders in connection with the solicitation of proxies by the Maxim board of directors for use at the Maxim special meeting and at any adjournments or postponements of the Maxim special meeting. Maxim stockholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the merger agreement and the transactions contemplated by the merger agreement.

Date, Time and Place of the Maxim Special Meeting

The Maxim special meeting is scheduled to be held virtually via the Internet on October 8, 2020, beginning at 8:00 a.m., Pacific Time, unless postponed to a later date.

In light of ongoing developments with respect to the COVID-19 (coronavirus) pandemic, Maxim has elected to hold the Maxim special meeting solely by means of remote communication (via the Internet). The Maxim special meeting will be held solely via live webcast and there will not be a physical meeting location. Maxim stockholders will be able to attend the Maxim special meeting online and vote their shares electronically by visiting www.virtualshareholdermeeting.com/MXIM2020EGM, which is referred to as the “Maxim special meeting website.” Maxim stockholders will need the 16-digit control number found on their proxy card in order to access the Maxim special meeting website.

Matters to Be Considered at the Maxim Special Meeting

The purpose of the Maxim special meeting is to consider and vote on each of the following proposals, each of which is further described in this joint proxy statement/prospectus:

Recommendation of the Maxim Board of Directors

The Maxim board of directors unanimously recommends that Maxim stockholders vote:

After careful consideration, the Maxim board of directors unanimously (1) determined that the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, is fair to, and in the best interests of, Maxim and its stockholders; (2) approved and declared advisable the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger; (3) directed that the merger agreement be submitted to Maxim stockholders for their consideration and adoption at a meeting of Maxim stockholders; and (4) resolved to recommend that Maxim stockholders vote in favor of the adoption of the merger agreement.

See also the section entitled “The Merger—Recommendation of the Maxim Board of Directors; Maxim’s Reasons for the Merger” beginning on page 81.

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Record Date for the Maxim Special Meeting and Voting Rights

The record date to determine stockholders who are entitled to receive notice of and to vote at the Maxim special meeting or any adjournments or postponements thereof is August 31, 2020. As of the close of business on the record date, there were 266,976,582 shares of Maxim common stock issued and outstanding and entitled to vote at the Maxim special meeting.

Each Maxim stockholder is entitled to one vote for each share of Maxim common stock such holder owned of record at the close of business on the Maxim record date with respect to each matter properly brought before the Maxim special meeting. Only Maxim stockholders of record at the close of business on the Maxim record date are entitled to receive notice of and to vote at the Maxim special meeting and any and all adjournments or postponements thereof.

Quorum; Abstentions and Broker Non-Votes

A quorum of Maxim stockholders is necessary to conduct the Maxim special meeting. The presence, in person via the Maxim special meeting website or by proxy, of the holders of a majority of the shares of Maxim common stock entitled to vote at the Maxim special meeting will constitute a quorum. Shares of Maxim common stock represented at the Maxim special meeting by attendance via the Maxim special meeting website or by proxy and entitled to vote, but not voted, including shares for which a stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. However, because all of the proposals for consideration at the Maxim special meeting are considered “non-routine” matters under Nasdaq and NYSE rules (as described below), shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals before the Maxim special meeting. If a quorum is not present, the Maxim special meeting will be adjourned or postponed until the holders of the number of shares of Maxim common stock required to constitute a quorum attend.

Under the NYSE and Nasdaq rules, banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain “routine” proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to matters that under the NYSE or Nasdaq rules, as applicable, are “non-routine.” This can result in a “broker non-vote,” which occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter. All of the proposals before the Maxim special meeting are considered “non-routine” matters under NYSE and Nasdaq rules, and banks, brokers or other nominees will not have discretionary authority to vote on any matter before the meeting. As a result, Maxim does not expect any broker non-votes at the Maxim special meeting and if you hold your shares of Maxim common stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. Brokers will not be able to vote on any of the proposals before the Maxim special meeting unless they have received voting instructions from the beneficial owners.

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Required Votes

Except for the Maxim adjournment proposal, the vote required to approve each of the proposals listed below assumes the presence of a quorum at the Maxim special meeting. As described above, Maxim does not expect there to be any broker non-votes at the Maxim special meeting.

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Vote of Maxim’s Directors and Executive Officers

As of August 26, 2020, the latest practicable date prior to the date of this joint proxy statement/prospectus, Maxim directors and executive officers, and their affiliates, as a group, owned and were entitled to vote less than 1% of the total outstanding shares of Maxim common stock. Although no Maxim director or executive officer has entered into any agreement obligating them to do so, Maxim currently expects that all of its directors and executive officers will vote their shares “FOR” the Maxim merger proposal, “FOR” the Maxim compensation proposal and “FOR” the Maxim adjournment proposal. See the section entitled “Interests of Maxim’s Directors and Executive Officers In The Merger” beginning on page 164 and the arrangements described in Part III of Maxim’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020 and Maxim’s Definitive Proxy Statement on Schedule 14A for Maxim’s 2019 annual meeting of stockholders filed with the SEC on September 27, 2019, both of which are incorporated into this joint proxy statement/prospectus by reference.

Methods of Voting

Registered Stockholders

If you are a stockholder of record, you may vote at the Maxim special meeting by proxy through the Internet, by telephone or by mail, or by attending the Maxim special meeting and voting in person via the Maxim special meeting website, as described below.

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Unless revoked, all duly executed proxies representing shares of Maxim common stock entitled to vote will be voted at the Maxim special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions with respect to any proposal, then the Maxim officers identified on the proxy will vote your shares consistent with the recommendation of the Maxim board of directors on such proposal. If you are a stockholder of record, proxies submitted over the Internet or by telephone as described above must be received by 11:59 p.m., Eastern Time, on October 7, 2020. To reduce administrative costs and help the environment by conserving natural resources, Maxim asks that you vote through the Internet or by telephone.

By executing and delivering a proxy in connection with the Maxim special meeting, you designate certain Maxim officers identified therein as your proxies at the Maxim special meeting. If you deliver an executed proxy, but do not specify a choice with respect to any proposal properly brought before the Maxim special meeting, such proxies will vote your underlying shares of Maxim common stock on such uninstructed proposal in accordance with the recommendation of the Maxim board of directors. Maxim does not expect that any matter other than the proposals listed above will be brought before the Maxim special meeting and the Maxim bylaws provide that the only business that may be conducted at the Maxim special meeting are those proposals brought before the meeting by or at the direction of the Maxim board of directors.

Beneficial (Street Name) Stockholders

If you hold your shares through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee with respect to a proposal, your shares of Maxim common stock will not be voted on that proposal as your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the Maxim special meeting; see the section entitled “The Maxim Special Meeting—Quorum; Abstentions and Broker Non-Votes” beginning on page 62.

If you hold your shares through a bank, broker or other nominee in “street name” (instead of as a registered holder), you must obtain a specific control number from your bank, broker or other nominee in order to attend and vote in person at the Maxim special meeting via the Maxim special meeting website. For more information on how to attend in person, see the section entitled “The Maxim Special Meeting—Attending the Maxim Special Meeting” beginning on page 66.

Revocability of Proxies

Any stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the Maxim special meeting. If you are a Maxim stockholder of record, you may revoke your proxy by any of the following actions:

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Only your last submitted proxy card will be considered.

Execution or revocation of a proxy will not in any way affect a stockholder’s right to attend the Maxim special meeting and vote in person.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Maxim Integrated Products, Inc.

160 Rio Robles

San Jose, California 95134

(408) 601-1000

Attn: Corporate Secretary

If your shares are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. You may also change your vote by obtaining your specific control number and instructions from your bank, broker or other nominee and voting your shares at the Maxim special meeting via the Maxim special meeting website.

Proxy Solicitation Costs

Maxim is soliciting proxies to provide an opportunity to all Maxim stockholders to vote on agenda items, whether or not the stockholders are able to attend the Maxim special meeting or any adjournment or postponement thereof. Maxim will bear the entire cost of soliciting proxies from its stockholders. In addition to the solicitation of proxies by mail, Maxim will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of Maxim common stock and secure their voting instructions, if necessary. Maxim may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

Maxim has also retained D.F. King to assist in soliciting proxies and in communicating with Maxim stockholders and estimates that it will pay them a fee of approximately $20,000 plus reimbursement for certain out-of-pocket fees and expenses. Maxim also has agreed to indemnify D.F. King against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Proxies may be solicited on behalf of Maxim or by Maxim directors, officers and other employees in person, by mail, by telephone, by facsimile, by messenger, via the Internet or by other means of communication, including electronic communication. Directors, officers and employees of Maxim will not be paid any additional amounts for their services or solicitation in this regard.

Attending the Maxim Special Meeting

If you wish to attend the Maxim special meeting via the Maxim special meeting website, you must (i) be a stockholder of record of Maxim at the close of business on August 31, 2020 (the record date for the Maxim special meeting), (ii) hold your shares of Maxim beneficially in the name of a broker, bank or other nominee as of the Maxim record date or (iii) hold a valid proxy for the Maxim special meeting.

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To enter the Maxim special meeting website and attend the Maxim special meeting, you will need the 16-digit control number located on your proxy card. If you hold your Maxim shares in street name beneficially through a broker, bank or other nominee and you wish to attend the Maxim special meeting via the Maxim special meeting website, you will need to obtain your specific control number and further instructions from your bank, broker or other nominee.

If you plan to attend the Maxim special meeting and vote in person via the Maxim special meeting website, Maxim still encourages you to vote in advance by the Internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to attend the Maxim special meeting via the Maxim special meeting website. Voting your proxy by the Internet, telephone or mail will not limit your right to vote at the Maxim special meeting via the Maxim special meeting website if you later decide to attend in person.

Householding

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Maxim has previously adopted householding for stockholders of record. As a result, stockholders with the same address and last name may receive only one copy of this joint proxy statement /prospectus. Registered Maxim stockholders (those who hold shares directly in their name with Maxim’s transfer agent) may opt out of householding and receive a separate joint proxy statement/prospectus or other proxy materials by sending a written request to Maxim at the address below.

Some brokers also household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.

Maxim will promptly deliver a copy of this joint proxy statement/prospectus to any Maxim stockholder who received only one copy of these materials due to householding upon request in writing to: Maxim Integrated Products, Inc., Attn: Corporate Secretary, 160 Rio Robles, San Jose, California 95134 or by calling (408) 601-1000.

Tabulation of Votes

The Maxim board of directors will appoint an independent inspector of election for the Maxim special meeting. The inspector of election will, among other matters, determine the number of shares of Maxim common stock represented at the Maxim special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to Maxim stockholders at the Maxim special meeting.

Adjournments

If a quorum is present at the Maxim special meeting but there are not sufficient votes at the time of the Maxim special meeting to approve the Maxim merger proposal, then Maxim stockholders may be asked to vote on the Maxim adjournment proposal.

At any subsequent reconvening of the Maxim special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the

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same manner as they would have been voted at the original convening of the Maxim special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Assistance

If you need assistance voting or in completing your proxy card or have questions regarding the Maxim special meeting, please contact D.F. King, Maxim’s proxy solicitor for the Maxim special meeting:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Stockholders may call toll-free: (800) 331-7543

Banks and brokers may call collect: (212) 269-5550

MXIM@dfking.com

MAXIM STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, MAXIM STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

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MAXIM PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

This joint proxy statement/prospectus is being furnished to you as a stockholder of Maxim in connection with the solicitation of proxies by the Maxim board of directors for use at the Maxim special meeting. At the Maxim special meeting, Maxim is asking stockholders to consider and vote upon a proposal to adopt the merger agreement, pursuant to which Acquisition Sub will merge with and into Maxim, with Maxim being the surviving corporation in the merger and becoming a wholly owned subsidiary of Analog Devices. Upon completion of the merger, Maxim stockholders will be entitled to receive 0.6300 of a share of Analog Devices common stock for each share of Maxim common stock held immediately prior to the effective time of the merger (together with cash in lieu of any fractional shares of Analog Devices common stock).

The Maxim board of directors, after careful consideration, unanimously approved and declared advisable the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, and determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of Maxim and its stockholders.

The Maxim board of directors accordingly unanimously recommends that Maxim stockholders vote to adopt the merger agreement. The merger and a summary of the terms of the merger agreement are described in more detail in the sections of this joint proxy statement/prospectus entitled “The Merger” beginning on page 72 and “The Merger Agreement” beginning on page 124 and Maxim stockholders are encouraged to read the full text of the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus.

Approval of the Maxim merger proposal requires the affirmative vote of a majority of the outstanding shares of Maxim common stock entitled to vote on the proposal.

It is a condition to the completion of the merger that Maxim stockholders approve the Maxim merger proposal. Shares of Maxim common stock not present in person at the Maxim special meeting via the Maxim special meeting website or represented by proxy, shares that are present and not voted on the Maxim merger proposal, including due to the failure of any Maxim stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the Maxim merger proposal, and abstentions will have the same effect as a vote “AGAINST” the Maxim merger proposal.

IF YOU ARE A MAXIM STOCKHOLDER, THE MAXIM BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE MAXIM MERGER PROPOSAL (MAXIM PROPOSAL 1)

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MAXIM PROPOSAL 2: ADVISORY (NON-BINDING) VOTE ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Maxim is required to submit to a non-binding, advisory stockholder vote certain compensation that may be paid or become payable to Maxim’s named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “Interests of Maxim’s Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to Maxim’s Named Executive Officers—Golden Parachute Compensation” beginning on page 166. The Maxim compensation proposal gives Maxim stockholders the opportunity to express their views on the merger-related compensation of Maxim’s named executive officers.

Accordingly, Maxim is asking Maxim stockholders to vote “FOR” the adoption of the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that may be paid or become payable to Maxim’s named executive officers that is based on or otherwise relates to the merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “Interests of Maxim’s Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to Maxim’s Named Executive Officers—Golden Parachute Compensation,” including the associated narrative discussion and the agreements, plans, arrangements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”

The vote on the Maxim compensation proposal is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, if you are a Maxim stockholder, you may vote to approve the Maxim merger proposal, and vote not to approve the Maxim compensation proposal, and vice versa. The vote on the Maxim compensation proposal is advisory and non-binding. As a result, if the merger is completed, the merger-related compensation may be paid to Maxim’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Maxim stockholders do not approve the Maxim compensation proposal.

The Maxim board of directors unanimously recommends a vote “FOR” the Maxim compensation proposal.

The affirmative vote of a majority of the shares of Maxim common stock present in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting is required to approve the Maxim compensation proposal, assuming a quorum is present. Accordingly, any shares not present at the Maxim special meeting (either in person via the Maxim special meeting website or represented by proxy), including due to the failure of any stockholder holding their shares in “street name” to provide any voting instructions to their broker with respect to the Maxim special meeting, will have no effect on the outcome of the Maxim compensation proposal. However, abstentions will have the same effect as a vote “AGAINST” the proposal. In addition, if any Maxim stockholder who holds their shares in “street name” through a bank, broker or other nominee gives voting instructions to such bank, broker or other nominee with respect to one or more proposals at the Maxim special meeting but not with respect to the Maxim compensation proposal such shares will have the same effect as a vote “AGAINST” the Maxim compensation proposal.

IF YOU ARE A MAXIM STOCKHOLDER, THE MAXIM BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE MAXIM COMPENSATION PROPOSAL (MAXIM PROPOSAL 2)

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MAXIM PROPOSAL 3: ADJOURNMENT OF THE MAXIM SPECIAL MEETING

The Maxim special meeting may be adjourned to another time and place if necessary or appropriate in order to permit the solicitation of additional proxies if there are not sufficient votes to approve the Maxim merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Maxim stockholders.

Maxim is asking its stockholders to authorize the holder of any proxy solicited by the Maxim board of directors to vote in favor of any adjournment of the Maxim special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Maxim merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Maxim stockholders.

The Maxim board of directors unanimously recommends that Maxim stockholders approve the proposal to adjourn the Maxim special meeting, if necessary or appropriate.

Whether or not a quorum is present, the affirmative vote of a majority of the shares of Maxim common stock, the holders of which who are present in person via the Maxim special meeting website or represented by proxy at the Maxim special meeting is required to approve the Maxim adjournment proposal. Accordingly, any shares not present at the Maxim special meeting (either in person via the Maxim special meeting website or represented by proxy), including due to the failure of any stockholder holding their shares in “street name” to provide any voting instructions to their broker with respect to the Maxim special meeting, will have no effect on the outcome of the Maxim compensation proposal. However, abstentions will have the same effect as a vote “AGAINST” the proposal. In addition, if any Maxim stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions with respect to one or more other proposals before the Maxim special meeting but not the Maxim adjournment proposal, it will count as a vote “AGAINST” the Maxim adjournment proposal.

IF YOU ARE A MAXIM STOCKHOLDER, THE MAXIM BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE MAXIM ADJOURNMENT PROPOSAL (MAXIM PROPOSAL 3)

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THE MERGER

The following is a description of material aspects of the merger. While Analog Devices and Maxim believe that the following description covers the material terms of the merger, the description may not contain all of the information that is important to you. You are encouraged to read carefully this entire joint proxy statement/prospectus, including the text of the merger agreement attached to this joint proxy statement/prospectus as Annex A, for a more complete understanding of the merger. In addition, important business and financial information about each of Analog Devices and Maxim is included in or incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 195.

General

Analog Devices, Acquisition Sub and Maxim have entered into the merger agreement, which provides for the merger of Acquisition Sub with and into Maxim. As a result of the merger, the separate existence of Acquisition Sub will cease and Maxim will continue its existence under the DGCL as the surviving corporation and as a wholly owned subsidiary of Analog Devices. The surviving corporation will be named “Maxim Integrated Products, Inc.”

Merger Consideration

At the effective time, each share of Maxim common stock (other than shares held in treasury by Maxim or held directly by Analog Devices or Acquisition Sub (which shares will be cancelled)) that was issued and outstanding immediately prior to the effective time will be converted into the right to receive 0.6300 of a share of Analog Devices common stock as well as cash (without interest and less any applicable withholding taxes) in lieu of any fraction of a share of Analog Devices common stock.

The exchange ratio is fixed, which means that it will not change between now and the date of the merger, regardless of whether the market price of Analog Devices common stock or Maxim common stock changes. Therefore, the value of the merger consideration will depend on the market price of Analog Devices common stock at the effective time. The market price of Analog Devices common stock has fluctuated since the date of the announcement of the merger agreement and is expected to continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the respective Analog Devices and Maxim special meeting, through the date the merger is completed and thereafter. The market price of Analog Devices common stock, when received by Maxim stockholders in connection with the merger, could be greater than, less than or the same as the market price of Analog Devices common stock on the date of this joint proxy statement/prospectus or at the time of the Maxim special meeting. Accordingly, you should obtain current market quotations for Analog Devices common stock and Maxim common stock before deciding how to vote with respect to any of the proposals described in this joint proxy statement/prospectus. Analog Devices common stock is traded on Nasdaq under the symbol “ADI” and Maxim common stock is traded on Nasdaq under the symbol “MXIM.”

Background of the Merger

Analog Devices’ management and board of directors regularly evaluate the strategic opportunities available to Analog Devices with a view towards strengthening Analog Devices’ business, performance, industry positioning and prospects and enhancing stockholder value. Since 2017, Morgan Stanley, as financial advisor, has assisted Analog Devices in evaluating opportunities. As part of its ongoing evaluation, Analog Devices has evaluated and considered from time to time various potential strategic transactions, including potential mergers with or acquisitions of other participants in Analog Devices’ industry or adjacent industries, including, on several occasions in the preceding five years, the possibility of acquiring Maxim.

Maxim’s senior management team and board of directors regularly review and discuss Maxim’s financial performance, near-term and long-term strategy, strategic options, competitive position and opportunities, and,

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from time to time, include Maxim’s legal and financial advisors in such review and discussions. Over the past several years, as a result of this ongoing evaluation, the Maxim board of directors and senior management team have pursued a strategy that has been focused on enhancing the company’s profitability and strengthening the company’s industry positioning and prospects through organic growth opportunities (in particular through innovation and Maxim’s flexible manufacturing strategy), as well as on undertaking cost reduction initiatives and improving the company’s free cash flow in order to create value for Maxim’s stockholders. However, the Maxim board of directors and senior management team has continued to regularly review and evaluate potential strategic alternatives as part of Maxim’s ongoing efforts to strengthen and grow its overall business and enhance value for its stockholders.

As a result of their respective regular evaluations, Analog Devices senior management and the Analog Devices board of directors were generally familiar with Maxim, its management and its businesses, and Maxim’s senior management and the Maxim board of directors were generally familiar with Analog Devices, its management and its businesses, and both companies believed that a potential combination could be a value-enhancing opportunity for the stockholders of both companies at the right time and on appropriate terms.

On February 17, 2020, the standing M&A subcommittee of the Analog Devices board of directors met with Analog Devices’ senior management to review and discuss the landscape for potential strategic acquisition opportunities and the potential actionability of, and the benefits and challenges associated with, various potential counterparties, including Maxim.

On March 3, 2020, Mr. Roche contacted Mr. Doluca to schedule a check-in call for later in the week.

On March 5, 2020, Messrs. Roche and Doluca spoke by telephone, as previously arranged. The discussion focused primarily on general conditions in the industry and the economy generally in light of the growing impact of the COVID-19 pandemic. In the course of the conversation, Mr. Roche inquired as to Maxim’s potential interest in re-visiting the possibility of a potential combination of Analog Devices and Maxim, and invited Mr. Doluca to meet in person to discuss the possibility in greater detail. No specific transaction or transaction terms were proposed or discussed. Mr. Doluca indicated he would discuss the matter with William P. Sullivan, Chairman of the Maxim board of directors. Following such discussion, Mr. Doluca agreed to meet in person with Mr. Roche, but the meeting was subsequently postponed in light of the worsening conditions and shelter-in-place restrictions related to the COVID-19 pandemic.

On March 9, 2020, the Chief Executive Officer of another semiconductor company, which is referred to as “Company B,” and Mr. Doluca, who periodically meet to discuss industry developments and other matters, met at the request of the Chief Executive Officer of Company B. During the meeting, the Chief Executive Officer inquired whether Maxim might be interested in evaluating a potential at-market “merger of equals” transaction with Company B. No specific transaction terms were proposed, but Mr. Doluca communicated that he would discuss the possibility of exploring a potential transaction between the two companies with Maxim’s board of directors.

On March 10, 2020, the Analog Devices board of directors met telephonically, together with members of Analog Devices’ senior management, for a regularly-scheduled meeting. During this meeting, among other things, Mr. Roche updated the Analog Devices board of directors on his conversation with Mr. Doluca, and the Analog Devices board of directors reviewed and discussed the actionability of, and the potential benefits and challenges associated with, a strategic transaction with various potential counterparties, including Maxim. Based on these factors, a transaction with Maxim was identified as the priority transaction for Analog Devices to pursue.

On April 7, 2020, Messrs. Roche and Doluca exchanged emails and agreed to meet by video conference on April 13, 2020.

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On April 13, 2020, Messrs. Roche and Doluca met by video conference. During this meeting, Mr. Roche shared with Mr. Doluca his strategic vision for the combined company and belief regarding potential synergy opportunities and Analog Devices’ ability to achieve such synergies based on its experience executing on previous business combination transactions. The two executives also discussed generally the complementary nature of their business’ portfolios, the size of the two companies (including in relation to competitors in the broader semiconductor industry) and some of the potential benefits that could result from and challenges associated with a potential combination. No specific transaction terms were proposed at this meeting. Mr. Roche conveyed his view that consideration comprised entirely, or substantially entirely, of, Analog Devices stock would likely be the most appropriate form of consideration for any potential business combination, including in light of the business and market uncertainty arising from the COVID-19 pandemic and governmental and industry responses to it. Mr. Roche requested additional information regarding Maxim in order for Analog Devices to further evaluate a potential transaction. Mr. Doluca indicated that Maxim would need a proposal from Analog Devices as to the value of a potential transaction before Maxim would be in a position to exchange additional information. At the end of the meeting, Mr. Roche confirmed he would consider their discussion.

On April 22, 2020, the M&A subcommittee of the Analog Devices board of directors, which is referred to as the “M&A subcommittee,” met telephonically, together with members of Analog Devices senior management and representatives of Morgan Stanley, to review the potential benefits and challenges of a transaction with Maxim and to discuss potential transaction terms. The M&A subcommittee authorized Mr. Roche to deliver to Maxim a non-binding written proposal for the acquisition of Maxim by Analog Devices on specified terms, including an exchange ratio within a specified range, and to continue to engage with Maxim to determine if a transaction could be achieved on acceptable terms.

On April 29, 2020, Mr. Roche spoke to Mr. Doluca and conveyed Analog Devices’ non-binding proposal to acquire Maxim in a transaction that would be structured as an all-stock merger at an exchange ratio of 0.6131 (which was within the previously authorized range), meaning Maxim stockholders would receive 0.6131 of a share of Analog Devices common stock for each share of Maxim common stock held. Later that day, Mr. Roche delivered to Mr. Doluca a letter containing Analog Devices’ non-binding proposal in writing, which is referred to as the “April 29 proposal.” The April 29 proposal confirmed Analog Devices’ proposal to acquire Maxim in an all-stock merger at an exchange ratio of 0.6131, subject to satisfactory completion of due diligence and negotiation of a mutually acceptable definitive agreement. The proposal letter also indicated that Analog Devices would be willing to provide Maxim with representation on the board of directors of the combined company.

On April 30, 2020, Mr. Doluca shared the April 29 proposal with the Maxim board of directors. In addition, Maxim contacted Weil, Gotshal & Manges LLP, Maxim’s long-standing legal advisor, which is referred to as “Weil,” and J.P. Morgan Securities LLC, which Maxim engaged as its financial advisor in connection with a potential business combination involving the company, which is referred to as “J.P. Morgan,” to discuss the proposal and certain other recent developments, including the unsolicited proposal for a potential merger of equals transaction that had been received from Company B.

On May 7, 2020, the Maxim board of directors met by video conference, together with Maxim senior management and representatives from Weil and J.P. Morgan, to discuss the April 29 proposal from Analog Devices and the proposal for a potential merger of equals transaction that had been received from Company B. At the meeting, representatives of Weil reviewed with the Maxim board of directors its fiduciary duties in connection with its consideration of potential strategic alternatives. Representatives of J.P. Morgan also reviewed certain historical information with respect to Maxim’s financial performance as well as preliminary financial analyses with respect to a potential transaction involving Analog Devices or Company B. Members of Maxim senior management, representatives of J.P. Morgan and the Maxim board of directors also discussed perspectives regarding the potential strategic rationale for pursuing a potential transaction with either Analog Devices or Company B as well as Maxim’s standalone strategic plan, including certain execution risks related thereto, and other potential strategic counterparties for Maxim. Following these discussions, the Maxim board of directors was of the view that the April 29 proposal did not provide sufficient value for Maxim stockholders to engage in

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exclusive discussions with Analog Devices, but that a transaction with Analog Devices could be beneficial to Maxim and its stockholders. As a result, the Maxim board of directors authorized Mr. Doluca and the Maxim senior management team to meet with Analog Devices’ senior management team to exchange information and review the potential benefits that may be obtained in connection with a potential transaction, including the potential synergies, in order to support Analog Devices offering a higher exchange ratio. The Maxim board of directors also concluded that a potential combination with Company B would be unlikely to provide greater value for Maxim stockholders than the potential transaction with Analog Devices. In reaching this conclusion, the Maxim board of directors considered, among other factors, that Company B’s product lines would not be as complementary to Maxim’s product lines as Analog Devices’ products would be, that the proposed transaction would not result in synergies nearly as significant as those that were expected from a combination with Analog Devices and that any potential merger-of-equals transaction with Company B would likely involve an “at-market” exchange ratio that would provide little or no premium to Maxim stockholders for their shares. The Maxim board of directors authorized Mr. Doluca to inform the Chief Executive Officer of Company B that the Maxim board of directors was not interested in pursuing a possible transaction with Company B at that time.

On May 11, 2020, Mr. Doluca contacted Mr. Roche by telephone to convey Maxim’s response and to discuss next steps. Later that day, and on a few occasions during May 2020, Prashanth Mahendra-Rajah, Analog Devices’ Chief Financial Officer, and Brian C. White, Maxim’s Chief Financial Officer, spoke by telephone to discuss logistics and to arrange a meeting between the senior management teams.

On May 27, 2020, Maxim and Analog Devices entered into a mutual confidentiality agreement, which contained a customary mutual standstill and allowed for confidential discussions and the exchange of confidential information in connection with the parties’ respective due diligence investigations.

On May 29, 2020, Messrs. Roche and Mahendra-Rajah and other members of Analog Devices’ senior management met with Messrs. Doluca and White and other members of Maxim’s senior management by video conference to discuss and exchange information about their respective businesses, the potential synergies that might be achieved in the proposed combination and related matters, as well as the Analog Devices team’s vision for the combined company. During the meeting, Mr. Doluca reiterated that Maxim would require a higher exchange ratio in order to pursue a potential combination.

On June 3, 2020, Mr. Roche delivered to Mr. Doluca a letter containing Analog Devices’ updated non-binding proposal, subject to satisfactory completion of due diligence and negotiation of a mutually acceptable definitive agreement, to acquire Maxim, which is referred to as the “June 3 proposal,” in a transaction to be structured as an all-stock merger, at an exchange ratio of 0.6250 of a share of Analog Devices common stock for each share of Maxim common stock, which was within Analog Devices’ previously authorized range. The June 3 proposal also indicated that Analog Devices’ assumed that Maxim would designate one or more directors to the board of directors of the combined company and that Maxim would agree to enter into an exclusivity agreement with Analog Devices.

Later that day, Mr. Roche spoke to Mr. Doluca to discuss the letter and proposal. Mr. Doluca also shared the June 3 proposal with the Maxim board of directors and scheduled a Maxim board meeting for June 7, 2020 to discuss the proposal.

On June 7, 2020, the Maxim board of directors met by video conference, together with Maxim senior management and representatives from Weil and J.P. Morgan, to discuss the potential transaction with Analog Devices, including the June 3 proposal. At the meeting, Mr. Doluca and Maxim senior management provided the Maxim board of directors with an update on the management meeting that had taken place on May 29, 2020. Representatives of J.P. Morgan reviewed with the Maxim board of directors the financial terms of the June 3 proposal as well as financial considerations with respect to various potential responses to the June 3 proposal. During the meeting, the Maxim board of directors also discussed certain regulatory considerations, potential termination fees and business interruption risks related to the proposed transaction as well as the due diligence

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process and other potential strategic alternatives that may be available to Maxim. Following the discussion, the Maxim board of directors concluded that the proposed exchange ratio of 0.6250 would be acceptable, but that Maxim senior management should seek to negotiate a further increase in the exchange ratio, if possible, and that Maxim would require assurances from Analog Devices that a customary termination fee would be payable by Analog Devices to Maxim in the event of a failure of the parties to obtain required regulatory approvals.

On June 8, 2020, Mr. Doluca contacted Mr. Roche by telephone to discuss the proposed transaction and to negotiate an increase to the proposed exchange ratio. During this discussion, Mr. Doluca also reiterated the Maxim board of directors’ view that any potential transaction would need to provide appropriate regulatory certainty, including a regulatory termination fee.

On June 10, 2020, the Analog Devices board of directors met by video conference, together with members of Analog Devices’ senior management and representatives of Morgan Stanley, to, among other things, review and discuss the exchange ratio negotiations and to determine Analog Devices’ response. The directors authorized Mr. Roche to propose to Maxim, among other terms, an increased exchange ratio of 0.6300 and adding two current members of the Maxim board of directors, to be selected by mutual agreement of the parties before closing, to the Analog Devices board of directors upon closing of the transaction.

On June 11, 2020, Mr. Roche contacted Mr. Doluca and conveyed the terms of Analog Devices’ revised proposal. During this conversation, Mr. Roche reiterated Analog Devices’ requirement that Maxim agree to negotiate exclusively with Analog Devices for a period of three-to-four weeks in order for discussions to continue. Following this call, Mr. Roche delivered to Mr. Doluca a letter containing Analog Devices’ revised non-binding proposal for the acquisition of Maxim in an all-stock transaction at an exchange ratio of 0.6300, which is referred to as the “June 11 proposal,” along with a form of exclusivity agreement. The June 11 proposal, which indicated that it was Analog Devices’ best and final offer, also confirmed Analog Devices’ willingness to appoint two Maxim directors to the combined company’s board of directors as well as to discuss certain regulatory considerations that had been raised by Maxim in connection with the transaction.

On June 13, 2020, Messrs. Roche and Doluca spoke by telephone. Mr. Doluca confirmed Maxim’s willingness to engage in exclusive negotiations for a potential transaction on the terms contained in the June 11 proposal, subject to Mr. Roche’s confirmation that Analog Devices would agree to the principle that the definitive transaction agreement would include a customary provision pursuant to which Analog Devices would pay Maxim a customary termination fee in the event the transaction were to be terminated due to a failure to obtain required regulatory approvals. Mr. Roche agreed to the principle.

On June 14, 2020, Mr. Roche provided Mr. Doluca with a revised letter conveying Analog Devices’ revised proposal in writing along with a form of exclusivity agreement. Later on June 14, 2020, Analog Devices and Maxim entered into the exclusivity agreement, pursuant to which Maxim agreed to negotiate exclusively with Analog Devices through July 6, 2020, which period would automatically extend for successive one-week periods unless either party communicated that it desired to terminate negotiations. The parties determined to proceed expeditiously to negotiate definitive transaction agreements and to complete their respective due diligence reviews, subject to further review and approval by the Analog Devices board of directors and the Maxim board of directors, respectively.

During the week from June 14 to June 21, 2020, the parties prepared for and agreed to logistics for their reciprocal due diligence. On June 23, 2020, Wachtell, Lipton, Rosen & Katz, Analog Devices’ outside legal advisor, which is referred to as “Wachtell Lipton,” provided an initial draft of a merger agreement to Weil.

From June 23 through July 10, 2020, Analog Devices, Maxim and their respective legal advisors continued to conduct due diligence on each other, with the participation of their respective financial advisors, and the parties negotiated the terms of the merger agreement. During this period, Analog Devices engaged BofA Securities as an additional financial advisor.

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On June 28, 2020, a special meeting of the Maxim board of directors was held by video conference, together with members of Maxim senior management and representatives from Weil and J.P. Morgan, for the purpose of providing an update to the Maxim board of directors on the status of the potential transaction with Analog Devices. Mr. Doluca provided the Maxim board of directors with an update on the status of the due diligence process and described the major substantive issues that had arisen during negotiations. Representatives of Weil then provided a summary of certain key proposed terms of the draft merger agreement and discussed the open issues and proposed responses with the Maxim board of directors. Messrs. Doluca and White described the next steps and the proposed timeline for the transaction.

On July 10, 2020, the Maxim board of directors met by video conference, together with the Maxim senior management team and representatives from Weil and J.P. Morgan, to receive an update on the proposed transaction with Analog Devices. During the meeting, representatives of Weil and Maxim management provided an update on the status of the negotiation of the merger agreement and reviewed certain key open items. Maxim management also reviewed with the Maxim board of directors the results of its due diligence review of Analog Devices and its business.

By the evening of July 10, 2020, the parties had substantially completed negotiations and due diligence. On July 11, 2020, the Analog Devices board of directors met by video conference, together with members of Analog Devices’ senior management and representatives of Morgan Stanley, BofA Securities and Wachtell Lipton, to discuss and deliberate on the proposed combination of Analog Devices and Maxim, and to receive presentations from Analog Devices’ senior management and advisors. Mr. Roche reviewed the history of the interactions and negotiations with Maxim and briefed the directors on the current status of negotiations. Messrs. Roche and Mahendra-Rajah and other members of Analog Devices senior management reviewed rationales for the transaction and the expected impacts of the transaction on Analog Devices, the potential synergies that might be achieved in the proposed combination and the results of the due diligence review of Maxim. A representative of Wachtell Lipton reviewed the directors’ fiduciary duties and presented a detailed summary of the terms of the draft merger agreement. Representatives of Morgan Stanley made a financial presentation and reviewed its financial analyses with respect to the potential transaction with Maxim. Morgan Stanley rendered for the benefit of the Analog Devices board of directors its oral opinion, subsequently confirmed in writing, on July 11, 2020 that as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in the written opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to Analog Devices. See “—Opinion of Morgan Stanley” beginning on page 86 for more information. Also at this meeting, representatives of BofA Securities reviewed with the Analog Devices board of directors its financial analysis of the exchange ratio and delivered to the Analog Devices board of directors an oral opinion, which was confirmed by delivery of a written opinion dated July 11, 2020, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the exchange ratio provided for in the merger was fair, from a financial point of view, to Analog Devices. See “—Opinion of BofA Securities” beginning on page 94 for more information. After discussions, including as to the matters discussed below in the section entitled “—Recommendation of the Analog Devices Board of Directors; Analog Devices’ Reasons for the Merger” beginning on page 78, the Analog Devices board of directors, by unanimous vote of all of its members, in each case subject to satisfactory finalization of the merger agreement, which was expected to be completed following Maxim board approval the next day, (1) determined that the merger agreement and the transactions contemplated thereby, including but not limited to the merger and the share issuance were fair to, and in the best interests of, Analog Devices and the holders of shares of Analog Devices common stock, (2) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and the share issuance, (3) directed that the share issuance be submitted to the holders of shares of Analog Devices common stock for their approval and adoption and (4) resolved to recommend that the holders of shares of Analog Devices common stock vote in favor of the share issuance.

On July 12, 2020, the Maxim board of directors met by video conference, together with senior management and representatives from Weil and J.P. Morgan, for the purpose of considering the approval and adoption of the

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merger agreement and the proposed transaction with Analog Devices. At the beginning of the meeting, Mr. Doluca provided an overview of the negotiations and the rationale for the transaction. J.P. Morgan then presented its financial analyses with respect to the proposed transaction. Following such presentation, J.P. Morgan provided the Maxim board of directors with an oral opinion, which was subsequently confirmed by delivery of a written opinion dated July 12, 2020, to the effect that, as of the date of such opinion, and subject to the assumptions, qualifications and limitations set forth in the written opinion, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to the holders of shares of Maxim common stock. For a discussion of J.P. Morgan’s opinion and its financial analyses, see the section entitled “—Opinion of Maxim’s Financial Advisor” beginning on page 102. Representatives of Weil next reviewed the fiduciary duties of the Maxim board of directors, followed by a summary of the key terms of the merger agreement, including the structure of the proposed transaction and the treatment of Maxim’s equity awards, certain restrictions on Maxim’s business and operations during the pendency of the transaction, Analog Devices’ antitrust undertaking, the non-solicitation provisions that would apply to both Maxim and Analog Devices and the ability of each party’s board of directors to change its recommendation. Members of Maxim’s management team also reviewed and discussed with the Maxim board of directors certain amendments to Maxim’s change in control employee severance plans that were proposed to be adopted in connection with the transaction. After discussions, including as to the matters discussed below in the section entitled “—Recommendation of the Maxim Board of Directors; Maxim’s Reasons for the Merger” beginning on page 81, the Maxim board of directors, by unanimous vote of all of its members, (1) determined that the merger agreement and the consummation of the transactions contemplated thereby, including the merger, were fair to, and in the best interests of, Maxim and its stockholders, (2) approved and declared advisable the merger agreement and the consummation of the transactions contemplated thereby, including the merger, (3) directed that the merger agreement be submitted to Maxim stockholders for their consideration and adoption, (4) resolved to recommend that Maxim stockholders vote to adopt the merger agreement, and (5) approved and adopted the proposed amendments to Maxim’s change in control employee severance plans.

Later on July 12, 2020, following the approval of the merger agreement and the merger by the boards of directors of Analog Devices and Maxim, Analog Devices and Maxim finalized and entered into the merger agreement, and on the morning of July 13, 2020, prior to the opening of trading, issued a joint press release announcing that they had entered into the merger agreement.

Recommendation of the Analog Devices Board of Directors; Analog Devices’ Reasons for the Merger

At a special meeting held July 11, 2020, the Analog Devices board of directors unanimously: (1) determined that the merger agreement and the transactions contemplated thereby, including the merger and the share issuance, were fair to, and in the best interests of, Analog Devices and the holders of shares of Analog Devices common stock, (2) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and the share issuance, (3) directed that the share issuance be submitted to the holders of shares of Analog Devices common stock for their approval and adoption and (4) resolved to recommend that the holders of shares of Analog Devices common stock vote in favor of the share issuance. Accordingly, the Analog Devices board of directors unanimously recommends that Analog Devices shareholders vote “FOR” the Analog Devices share issuance proposal, and “FOR” the Analog Devices adjournment proposal.

In reaching its determinations and recommendations, the Analog Devices board of directors consulted with Analog Devices’ senior management and its outside legal and financial advisors, and considered a number of factors, including the following factors that weighed in favor of the merger.

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