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EXHIBIT 99.1
NEWS RELEASE
C-00030
Media Contacts:
Otilia Ayats-Mas 214-480-3435
Donna Coletti 214-480-6255
(Please do not publish these numbers.)
TI TO ACQUIRE BURR-BROWN
TI TO BECOME A LEADING SUPPLIER OF HIGH-PERFORMANCE DATA CONVERTERS
EXPANDED ANALOG PORTFOLIO ACCELERATES DSP-ATTACH STRATEGY
Dallas (June 21, 2000) -- Texas Instruments (TI) Incorporated (NYSE:
TXN), the world leader in digital signal processors (DSP) and analog
semiconductors, today said it will acquire Burr-Brown Corporation in a
stock-for-stock transaction valued at approximately $7.6 billion. The
acquisition strengthens TI's position in the data converter and amplifier
segments of the analog semiconductor market.
"We are as serious about analog as we are about DSP. The people of
Burr-Brown are elite developers of high-performance analog products. This
combination means that TI will have a leading position in essentially every
high-performance analog category and the ability to offer almost any analog
component that touches a DSP," said TI Chairman, President and CEO Tom Engibous.
With Burr-Brown's high-performance expertise, TI becomes a leading
provider of data converters. Burr-Brown designs data converters at the highest
end of the precision range, including 24-bit products. "Burr-Brown's product
position accelerates our data converter product roadmap by several years.
Together we will extend and expand the data converter portfolio much faster
than either company could alone," Engibous said.
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TI to Acquire Burr-Brown
TI will integrate its advanced process technologies with Burr-Brown's
design expertise to produce products for applications that require the highest
levels of precision and performance.
Burr-Brown Chairman, President and CEO Syrus Madavi said: "I am very
excited about the compelling synergies of the two companies. TI's strength in
DSP will introduce our high-performance analog and data converter products into
new applications." He also stressed the advantages this move will give customers
of both TI and Burr-Brown. "The makers of Internet appliances and communications
systems will have the best of both worlds in one company, with complementary
components to optimally meet their total signal processing requirements. Our
combined force of analog and DSP technical experts in the field will deliver
unmatched support as our customers develop their systems."
Burr-Brown will become part of TI's catalog Analog organization. This is
the third acquisition TI has made in the past 12 months to expand and build its
leadership in catalog Analog semiconductors. In October 1999, TI acquired
Unitrode Corporation, the industry leader in power management semiconductors for
battery management. In November 1999, TI acquired Power Trends a leading
supplier in the emerging and fast-growing market for point-of-use power
solutions situated next to digital signal processors and microprocessors inside
electronic systems. The product families of all three companies fully complement
TI's existing catalog Analog offering.
Data converters are analog semiconductors used to convert real-world
signals from analog to digital and back again. Amplifiers are used to detect and
strengthen low-level signals. Both data converters and amplifiers are segments
of the fast-growing analog semiconductor market. Data converters are estimated
to grow 25 percent this year, and amplifiers are expected to grow 45 percent,
according to the Semiconductor Industry Association. Data converters, amplifiers
and other analog semiconductors are used in applications such as 3G phones, and
DSL modems, Internet audio players, and digital consumer audio systems.
TI will issue 1.3 shares of its common stock for each outstanding share of
Burr-Brown common stock. Likewise, each share of Burr-Brown stock issuable under
options and convertible notes will become convertible into 1.3 shares of TI
common stock. Based on the June 21 (4 p.m.
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TI to Acquire Burr-Brown Page 3
EDT) closing price of each company's stock, this represents about a 56 percent
premium to Burr-Brown stockholders. Taking the options and convertible notes
into account, TI will ultimately issue about 88 million shares. Excluding
transaction costs, the acquisition is not expected to be material to TI's
earnings per share in 2000 or 2001, and is expected to be accretive thereafter.
The boards of directors of both companies have approved the
acquisition. The transaction is intended to qualify as a pooling of interests
for accounting purposes and as a tax-free exchange of shares under IRS
regulations. Completion of the acquisition is contingent upon approval by
Burr-Brown stockholders, on the expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and on
other customary conditions.
TI and Burr-Brown expect the acquisition to be completed by the end of
the third quarter.
Burr-Brown is headquartered in Tucson, Arizona, with one manufacturing
site there, and two technology development centers in Atsugi, Japan, and
Livingston, Scotland. The company employs about 1500 people.
# # #
Texas Instruments Incorporated ("TI") plans to file a Registration Statement on
SEC Form S-4 in connection with the merger and Burr-Brown Corporation
("Burr-Brown") expects to mail a Proxy Statement/Prospectus to its stockholders
containing information about the merger. Investors are urged to read the
Registration Statement and the Proxy Statement/Prospectus carefully when they
are available. The Registration Statement and the Proxy Statement/Prospectus
will contain important information about TI, Burr-Brown, the merger and related
matters. Investors and security holders will be able to obtain free copies of
these documents through the web site maintained by the U.S. Securities and
Exchange Commission at http//www.sec.gov.
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TI to Acquire Burr-Brown Page 4
In addition to the Registration Statement and the Proxy Statement/Prospectus, TI
and Burr-Brown file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements
and other information filed by TI and Burr-Brown at the SEC public reference
rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the Commission's
other public reference rooms in New York, New York and Chicago, Illinois. Please
call the Commission at 1-800-SEC-0330 for further information on public
reference rooms. TI's and Burr-Brown's filings with the Commission also are
available to the public from commercial document-retrieval services and at the
web site maintained by the Commission at http//www.sec.gov. Burr-Brown, its
directors, executive officers and certain members of management and employees
may be soliciting proxies from Burr-Brown's stockholders in favor of the
adoption of the merger agreement. A description of any interests that
Burr-Brown's directors and executive officers have in the merger will be
available in the Proxy Statement/Prospectus.
Safe Harbor Statement: Statements contained in this press release regarding the
proposed transaction, growth in the analog semiconductor market and other
statements of management's beliefs, goals and expectations may be considered
"forward-looking statements" as that term is defined in the Private Securities
Litigation Reform Act of 1995, and are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed or implied
by these statements. Statements related to the proposed transaction are based on
the company's current expectations. Expectations of growth in the analog
semiconductor market are based on market analysis by the Semiconductor Industry
Association. It is uncertain whether any of the events anticipated by the
forward-looking statements will transpire or occur, or, if any of them do so,
what impact they will have on the results of operations and financial condition
of the combined companies or the price of TI's stock. The following factors and
those discussed in TI's and Burr-Brown's most recent filings on Form 10-K and in
other SEC filings could cause the actual results of TI to differ materially from
the statements contained in this press release: the ability to consummate the
merger; the ability of TI to successfully integrate Burr-Brown's operations and
capitalize on the combined technologies; the ability to realize synergies in
terms of research and development, growth and cost savings; the continued growth
of the analog semiconductor market; and the availability of the favorable tax
treatment and accounting treatment for the merger. We disclaim any intention or
obligation to update any forward-looking statements as a result of developments
occurring after the date of this press release.
Texas Instruments Incorporated is the world leader in digital signal processing
and analog technologies, the semiconductor engines of the Internet age. The
company's businesses also include materials and controls, and educational and
productivity solutions. TI is headquartered in Dallas, Texas, and has
manufacturing or sales operations in more than 25 countries.
Texas Instruments is traded on the New York Stock Exchange under the symbol TXN.
The company's Web site is www.ti.com.
Burr-Brown Corporation is a worldwide leader in the development, manufacturing
and marketing of precision linear, data conversion and mixed signal integrated
circuits (ICs). These products address applications in communications,
industrial control, instrumentation, consumer electronics, and personal computer
systems.
Burr-Brown is traded on NASDAQ under symbol BBRC. The company's Web site is
www.burr-brown.com.
