Maxim plans to issue about $2.5 billion of its stock, based on last Friday's closing price, for all outstanding shares of Dallas Semiconductor. The takeover plan exchanges each Dallas Semiconductor share for a 0.6163 stock interest in the analog maker.

The buyout is predicted to close in the second quarter, opening doors to qualify as a tax-free organization through the pooling of interests. The proposal has triggered a Maxim decision to rescind an existing common stock repurchase program.

Maxim president, chairman and CEO Jack Gifford says the deal will heighten Dallas Semiconductor's national and international standing. There is no plan to cut jobs or apparently interrupt the corporate headquarters operation at 4401 S. Beltwood Parkway, emphasizes Gifford. Dallas Semiconductor previously had agreed to the buyout as the firms had worked through the finer details. Upon the merger's completion, M.D. Sampels, Dallas Semiconductor director, will join Maxim's board.

Dr. Chao C. Mai, Dallas Semiconductor's president and COO, says Maxim, founded in 1983, is "the right partner" to "further enhance Dallas Semiconductor's revenue growth and gross margins."

Just Friday, Dallas Semiconductor had declared a .0325 quarterly dividend, payable March 1 to shareholders of record as of Feb. 15. Its year 2000 fiscal report had reported record net sales of $517 million, up 32% over 1999 net sales. Net income too had been a record setting $95.4 million, an increase of 40% over 1999's total. Fourth quarter net sales had risen 21% to $130.1 million in comparison to $107.5 million for the same period in 1999. However, fourth quarter returns in sales and net income had been lower than the third-quarter results. Mai had attributed the downturn to order cancellations and rescheduling, a trend that he predicts will continue possibly into this year's second quarter.

Dallas Semiconductor has offices in several US cities as well as Canada, Europe, Japan, Asia Pacific, Australia, New Zealand, Mexico, Central America and South America. According to Hoover's Online, the firm's US clients account for 55% of sales.

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