Hittite Merger Litigation Website
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Welcome to the Hittite Merger Litigation Website

This website has been established to provide general information related to the Hittite Microwave Corporation ("Hittite") Merger Litigation. This Litigation is pending in the Court of Chancery of the State or Delaware.

History and Background of the Action

On June 9, 2014, Hittite, Analog Devices, Inc. (“Analog Devices”), and Analog Devices’ wholly owned subsidiary, BBAC Corp. (“BBAC”), announced that they had entered into an Agreement and Plan of Merger, dated as of June 9, 2014 (the “Merger Agreement”), pursuant to which the BBAC would commence a cash tender offer (the “Tender Offer”) to purchase all of the outstanding shares of common stock of Hittite, par value $0.01 per share, at a price of $78.00 per share, net to the seller in cash, without interest (such amount, the “Offer Price”) and that following the consummation of the Tender Offer, BBAC would merge with and into Hittite (the “Merger”) with Hittite surviving the Merger as a wholly owned subsidiary of Analog Devices and all shares of Hittite common stock not acquired in the Tender Offer (other than shares held by holders who have properly exercised their appraisal rights under Section 262 of the Delaware General Corporation Law) would be converted into the right to receive the Offer Price.

On June 12, 2014, Plaintiff Delores Joyce (“Plaintiff”), individually and on behalf of all others similarly situated, filed a Verified Class Action Complaint in a case captioned Joyce v. Hittite Microwave Corporation, et al., Civil Action No. 9758-VCP (the “Action”), in the Court of Chancery of the State of Delaware, against Hittite, the members of its Board of Directors, Gregory R. Beecher, Ernest L. Godshalk, Franklin Weigold, Rick D. Hess, Adrienne M. Markham, Brian P. McAloon and Steve Sanghi (collectively, the “Individual Director Defendants” and collectively with Hittite, the “Hittite Defendants”), Analog Devices and BBAC (collectively, the “Analog Defendants” and collectively with the Hittite Defendants, the “Defendants” and collectively with Plaintiff, the “Parties”) alleging breach of fiduciary duties by the Individual Director Defendants and aiding and abetting the alleged breaches of fiduciary duties by Hittite, and the Analog Defendants and seeking, among other things, to enjoin the completion of the Tender Offer.

On July 10, 2014, the Parties entered into a Memorandum of Understanding (the “MOU”) memorializing their agreement-in-principle for the settlement of the Action. The Supplemental Disclosures were included in the MOU and are attached hereto at Exhibit A. The MOU recited that, without admitting any wrongdoing, Defendants acknowledged that the filing and prosecution of the Action and discussions with Plaintiff’s Counsel were the cause of the decision to file the Supplemental Disclosures. The MOU also recited Plaintiff’s position that the Schedule 14D-9, when supplemented by the Supplemental Disclosures, permitted Hittite’s stockholders to make a fully informed decision with respect to whether or not to tender their shares in connection with the Tender Offer.

On October 28, 2014, the Court granted preliminary approval of the Settlement and directed the Parties to give the Class Members notice of the proposed Settlement.

Settlement Consideration

In consideration for the Settlement and dismissal with prejudice of the Action, and the releases provided herein, Hittite included the Supplemental Disclosures in an amendment to the previously-filed Schedule 14D-9 that Hittite filed with the Securities and Exchange Commission (“SEC”) on July 11, 2014 containing the agreed-upon Supplemental Disclosures. A copy of the Supplemental Disclosures is attached hereto as Exhibit A. Without admitting any wrongdoing, Defendants acknowledged that the filing and prosecution of the Action and discussions with Plaintiff’s Counsel were the cause of the decision to file the Supplemental Disclosures. Plaintiff and Plaintiff’s Counsel agree that the Schedule 14D-9 public disclosures, when supplemented by the Supplemental Disclosures, permitted Hittite’s stockholders to make a fully informed decision with respect to whether or not to tender their shares in connection with the Tender Offer.

The Settlement Hearing

The Court has scheduled a Settlement Hearing, which will be held on February 26, 2015, at 10:00 a.m. (the “Settlement Hearing Date”), in the New Castle County Courthouse, 500 North King Street, Wilmington, Delaware 19801 to: (a) determine whether the preliminary class certification discussed above shall be made final; (b) determine whether the Settlement, on the terms and conditions provided for in the Stipulation, is fair, reasonable, adequate, and in the best interests of Plaintiff and the Class and should be approved by the Court; (c) determine whether the approval of the Class Representative and Class Counsel should be made final; (d) determine whether Plaintiff and Plaintiff’s Counsel have adequately represented the Class; (e) determine whether the Court should enter the Final Order and Judgment as provided in the Stipulation, dismissing with prejudice the claims asserted in the Action and releasing the Released Claims against the Released Parties; (f) consider the Fee Application by Plaintiff’s Counsel for an award of attorneys’ fees and reimbursement of litigation expenses; (g) hear and determine any objections to the Settlement or the Fee Application; and (h) rule on such other matters as the Court may deem appropriate.

The Court has reserved the right to adjourn the Settlement Hearing or any adjournment thereof, including the hearing on the application for attorneys’ fees and expenses, without further notice of any kind to the Class other than by oral announcement at the Settlement Hearing or any adjournment thereof. The Court has also reserved the right to approve the Settlement at or after the Settlement Hearing with such modification(s) as may be consented to by the Parties to the Stipulation and without further notice to the Class.

The Notice

Although the information in this website is intended to assist you, it does not replace the information contained in the Notice of Pendency of Class Action, Stipulation of Settlement, Settlement Hearing, and Right to Apepar (the "Notice") which can be found and downloaded from this website. We recommend that you read the Notice and other relevant case documents carefully.