Linear Technology Recommends Stockholders Reject “Mini-Tender Offer” by TRC Capital Corporation

MILPITAS, Calif.--()--Linear Technology Corporation (NASDAQ:LLTC), a leading, independent manufacturer of high performance linear integrated circuits, today reported that it has been notified of an unsolicited "mini-tender offer" made by TRC Capital Corporation to the stockholders of the Company to purchase up to 2,000,000 shares of the Company's common stock, or approximately 0.84% of the Company's outstanding common stock. TRC Capital's offer price of $45.80 per share is approximately 4.44 percent below the Company's closing price of $47.93 on February 12, 2015, the day prior to the commencement date of the offer.

The Company does not endorse TRC Capital's mini-tender offer and recommends that stockholders reject the offer and not tender their shares. TRC Capital's offer is at a price below the current market price of the Company's common stock and is subject to the satisfaction of certain conditions. The Company further recommends that stockholders who have already tendered shares in the offer withdraw their shares by providing written notice as described in TRC Capital's offering documents prior to the expiration of the offer, which is currently scheduled for 12:01 a.m. Eastern time on Tuesday, March 17, 2015.

TRC Capital has made many similar mini-tender offers for shares of other companies. The Company urges investors to obtain current market quotations for their shares, consult with their brokers or financial advisers, and exercise caution with respect to TRC Capital's offer. The Company is not associated in any way with TRC Capital, its mini-tender offer, or the offer documentation.

Because TRC Capital's mini-tender offer is for less than 5 percent of the Company's outstanding shares, it is not subject to many of the disclosure and procedural requirements of Securities and Exchange Commission (SEC) rules that are designed to protect investors. The SEC has issued an investor alert regarding mini-tender offers, noting that "some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's investor alert can be found on the SEC website at http://www.sec.gov/investor/pubs/minitend.htm.

The Company encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm; and the NASD Notice to Members 99-53, issued in July 1999, regarding guidance to members forwarding mini-tender offers to their customers, which can be found at http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf.

The Company requests that a copy of this press release be included with all distributions of materials relating to TRC Capital's mini-tender offer for Linear Technology Corporation common stock.

Linear Technology Corporation, a member of the S&P 500, has been designing, manufacturing and marketing a broad line of high performance analog integrated circuits for major companies worldwide for over three decades. The Company’s products provide an essential bridge between our analog world and the digital electronics in communications, networking, industrial, automotive, computer, medical, instrumentation, consumer, and military and aerospace systems. Linear Technology produces power management, data conversion, signal conditioning, RF and interface ICs, µModule® subsystems, and wireless sensor network products. For more information, visit www.linear.com

Contacts

Linear Technology Corporation
Paul Coghlan, 408-432-1900
Vice President, Finance, Chief Financial Officer

Contacts

Linear Technology Corporation
Paul Coghlan, 408-432-1900
Vice President, Finance, Chief Financial Officer