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EXHIBIT 99.1
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 $15.00 and $100.00. 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 the close of business on February 26, 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
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the relevant Average Closing Price and the Exchange Ratio formula contained in
the Merger Agreement.
The number of outstanding shares of Company Common Stock and options to
purchase shares of Company Common Stock are subject to change between February
26, 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
------------- --------
$ 100.00 0.5985
99.50 0.5986
99.00 0.5987
98.50 0.5987
98.00 0.5988
97.50 0.5989
97.00 0.5990
96.50 0.5991
96.00 0.5992
95.50 0.5993
95.00 0.5994
94.50 0.5994
94.00 0.5995
93.50 0.5996
93.00 0.5997
92.50 0.5998
92.00 0.5999
91.50 0.6000
91.00 0.6001
90.50 0.6002
90.00 0.6003
89.50 0.6004
89.00 0.6005
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EXCHANGE RATIO TABLE
-----------------------------
MAXIM IMPLIED
AVERAGE EXCHANGE
CLOSING PRICE RATIO
------------- --------
88.50 0.6006
88.00 0.6007
87.50 0.6008
87.00 0.6009
86.50 0.6010
86.00 0.6011
85.50 0.6012
85.00 0.6013
84.50 0.6015
84.00 0.6016
83.50 0.6017
83.00 0.6018
82.50 0.6019
82.00 0.6020
81.50 0.6022
81.00 0.6023
80.50 0.6024
80.00 0.6025
79.50 0.6027
79.00 0.6028
78.50 0.6029
78.00 0.6031
77.50 0.6032
77.00 0.6033
76.50 0.6035
76.00 0.6036
75.50 0.6037
75.00 0.6039
74.50 0.6040
74.00 0.6042
73.50 0.6043
73.00 0.6045
72.50 0.6046
72.00 0.6048
71.50 0.6049
71.00 0.6051
70.50 0.6052
70.00 0.6054
69.50 0.6055
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EXCHANGE RATIO TABLE
-----------------------------
MAXIM IMPLIED
AVERAGE EXCHANGE
CLOSING PRICE RATIO
------------- --------
69.00 0.6057
68.50 0.6059
68.00 0.6060
67.50 0.6062
67.00 0.6064
66.50 0.6066
66.00 0.6067
65.50 0.6069
65.00 0.6071
64.50 0.6073
64.00 0.6075
63.50 0.6077
63.00 0.6079
62.50 0.6080
62.00 0.6082
61.50 0.6084
61.00 0.6087
60.50 0.6105
60.00 0.6123
59.50 0.6141
59.00 0.6160
58.50 0.6178
58.00 0.6197
57.50 0.6215
57.00 0.6234
56.50 0.6252
56.00 0.6271
55.50 0.6290
55.00 0.6308
54.50 0.6327
54.00 0.6346
53.50 0.6365
53.00 0.6384
52.50 0.6403
52.00 0.6422
51.50 0.6424
51.00 0.6427
50.50 0.6430
50.00 0.6433
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EXCHANGE RATIO TABLE
-----------------------------
MAXIM IMPLIED
AVERAGE EXCHANGE
CLOSING PRICE RATIO
------------- --------
49.50 0.6436
49.00 0.6439
48.50 0.6443
48.00 0.6446
47.50 0.6449
47.00 0.6453
46.50 0.6456
46.00 0.6459
45.50 0.6463
45.00 0.6466
44.50 0.6470
44.00 0.6474
43.50 0.6478
43.00 0.6482
42.50 0.6486
42.00 0.6490
41.50 0.6494
41.00 0.6498
40.50 0.6503
40.00 0.6507
39.50 0.6512
39.00 0.6517
38.50 0.6520
38.00 0.6523
37.50 0.6525
37.00 0.6527
36.50 0.6529
36.00 0.6530
35.50 0.6532
35.00 0.6534
34.50 0.6535
34.00 0.6537
33.50 0.6539
33.00 0.6541
32.50 0.6543
32.00 0.6545
31.50 0.6547
31.00 0.6549
30.50 0.6551
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EXCHANGE RATIO TABLE
-----------------------------
MAXIM IMPLIED
AVERAGE EXCHANGE
CLOSING PRICE RATIO
------------- --------
30.00 0.6554
29.50 0.6556
29.00 0.6559
28.50 0.6561
28.00 0.6564
27.50 0.6566
27.00 0.6569
26.50 0.6572
26.00 0.6575
25.50 0.6578
25.00 0.6581
24.50 0.6584
24.00 0.6588
23.50 0.6591
23.00 0.6595
22.50 0.6599
22.00 0.6603
21.50 0.6607
21.00 0.6612
20.50 0.6616
20.00 0.6621
19.50 0.6626
19.00 0.6632
18.50 0.6637
18.00 0.6643
17.50 0.6647
17.00 0.6649
16.50 0.6651
16.00 0.6654
15.50 0.6656
15.00 0.6659
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,
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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 S-4 filed
on February 23, 2001, 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 fiscal years 1999 and 2000, and subsequent Form 10-Q
and 8K filings.
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