1
EXHIBIT 99.2
Subject to the provisions of the Merger Agreement, dated as of January
28, 2001 (the "Merger Agreement"), among Maxim Integrated Products, Inc.
("Parent"), MI Acquisition Sub, Inc. and Dallas Semiconductor Corporation (the
"Company"), at the Effective Time under the Merger Agreement each share of
common stock, par value $0.02 per share, of the Company ("Company Common Stock")
issued and outstanding immediately prior to the Effective Time, will be
converted automatically into the right to receive that number of fully paid and
nonassessable shares of common stock, par value $0.001 per share (the "Parent
Common Stock"), of Parent equal to the Exchange Ratio. For purposes of the
Merger Agreement, "Exchange Ratio" means the decimal equivalent (rounded to four
decimal places) of the quotient obtained by dividing the Aggregate Parent Share
Amount (as defined below) by the Fully Diluted Company Share Amount (as defined
below). For purposes of the Merger Agreement, the "Fully Diluted Company Share
Amount" means the number of shares of Company Common Stock calculated as of the
close of business on the day immediately preceding the Effective Time pursuant
to the Treasury Stock Method (assuming a 35% effective tax rate) as defined by
GAAP (as defined in the Merger Agreement). For purposes of the Merger Agreement,
the "Aggregate Parent Share Amount" means the following:
(i) if the Average Closing Price (as defined below) of
Parent Common Stock is equal to or greater than $61.00 per share, then the
Aggregate Parent Share Amount is 40,000,000;
(ii) if the Average Closing Price of Parent Common Stock
is equal to or less than $52.00 per share, then the Aggregate Parent Share
Amount is 42,000,000; and
(iii) if the Average Closing Price of Parent Common
Stock is greater than $52.00 per share but less than $61.00 per share, then the
Aggregate Parent Share Amount is the sum of (x) 40,000,000 plus (y) the product
obtained by multiplying 2,000,000 times the quotient obtained by dividing (1)
$61.00 minus the Average Closing Price of Parent Common Stock by (2) $9.00.
The "Average Closing Price" means the average closing price of Parent
Common Stock (rounded to the nearest cent) on the NASDAQ National Market System
for the 10 consecutive trading days ending on the trading day that is two
trading days prior to the Effective Time.
The following is an illustration of implied Exchange Ratios assuming an
Average Closing Price of between $77 and $50. For each Average Closing Price an
implied Exchange Ratio has been determined based on (i) the number of
outstanding shares of Company Common Stock and options to purchase Company
Common Stock as of January 25, 2001 and (ii) a calculation of the Fully Diluted
Company Share Amount by reference to an implied price per share of Company
Common Stock derived from the relevant Average Closing Price and the Exchange
Ratio formula contained in the Merger Agreement.
2
The number of outstanding shares of Company Common Stock and options to
purchase shares of Company Common Stock are subject to change between January
25, 2001 and the Effective Time. In addition, the actual closing price of
Company Common Stock on the last trading day before the Effective Time (which is
the price that will be used to determine the Fully Diluted Company Share Amount
using the treasury stock method) is likely to be different from the implied
share price derived from the Average Closing Price of Parent Common Stock during
the ten trading days ending on the trading day that is two trading days prior to
the Effective Time (which is the trading period that will be used to determine
the Average Closing Price under the Merger Agreement). As a result, the actual
Exchange Ratio determined pursuant to the Merger Agreement is likely to vary
from the implied Exchange Ratios set forth below.
EXCHANGE RATIO TABLE
--------------------
MAXIM IMPLIED
AVERAGE EXCHANGE
CLOSING PRICE RATIO
------------- --------
$ 77.00 0.6114
76.50 0.6116
76.00 0.6118
75.50 0.6119
75.00 0.6121
74.50 0.6122
74.00 0.6124
73.50 0.6125
73.00 0.6127
72.50 0.6129
72.00 0.6131
71.50 0.6132
71.00 0.6134
70.50 0.6136
70.00 0.6137
69.50 0.6139
69.00 0.6141
68.50 0.6143
68.00 0.6145
67.50 0.6147
67.00 0.6149
66.50 0.6151
66.00 0.6153
65.50 0.6155
65.00 0.6157
64.50 0.6159
64.00 0.6161
63.50 0.6163
63.00 0.6165
62.50 0.6167
62.00 0.6169
3
EXCHANGE RATIO TABLE
--------------------
MAXIM IMPLIED
AVERAGE EXCHANGE
CLOSING PRICE RATIO
------------- --------
61.50 0.6172
61.00 0.6174
60.50 0.6193
60.00 0.6211
59.50 0.6230
59.00 0.6249
58.50 0.6268
58.00 0.6287
57.50 0.6306
57.00 0.6325
56.75 0.6334
56.50 0.6344
56.00 0.6363
55.50 0.6382
55.00 0.6401
54.50 0.6420
54.00 0.6439
53.50 0.6459
53.00 0.6478
52.50 0.6497
52.00 0.6517
51.50 0.6520
51.00 0.6523
50.50 0.6527
50.00 0.6530
The matters discussed herein include forward looking statements that
involve risks and uncertainties. Forward looking statements regarding the
expected benefits of the transaction are subject to the following risks: that
expected synergies will not be achieved, that the businesses will not be
integrated successfully, that merger costs will be greater than expected, the
inability to identify, develop, and achieve success for new products, services,
and technologies, the risk of loss of key personnel of the acquired company,
diversion of management attention from other business concerns, risk of entering
new markets associated with Company's partners, including the risk of variations
in quarterly operating results due to the timing of significant orders and other
factors, significant current and expected additional competition and the need to
continue to expand product distribution, and risk that the foregoing and other
factors will not yield the expected accretion in the future. Further risks are
detailed from time to time in Maxim's SEC reports, including the Form 10-K for
its fiscal year ended June 24, 2000, and subsequent Form 10-Q and 8K filings and
Dallas Semiconductor's SEC reports, including the Form 10-K for 1999, and
subsequent Form 10-Q and 8K filings.
