TEXAS INSTRUMENTS INC
8-K, EX-99.1, 2000-08-31
SEMICONDUCTORS & RELATED DEVICES
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                                                                    EXHIBIT 99.1


News Release

C-00044


         TEXAS INSTRUMENTS CLOSES ACQUISITION OF BURR-BROWN CORPORATION


         MOVE COMBINES HIGH-PERFORMANCE EXPERTISE WITH ANALOG LEADERSHIP
                    TO ADDRESS THE NEEDS OF THE INTERNET ERA


         Dallas (August 25, 2000) - Texas Instruments (TI) Incorporated (NYSE:
TXN) announced today that it has finalized its acquisition of Burr-Brown
Corporation (NASDAQ: BBRC) in a stock-for-stock transaction. With this
acquisition, TI now provides customers with the broadest range of
high-performance analog products in the market.

         Burr-Brown is an elite developer of analog semiconductors, principally
in the data converter and amplifier segments of the market. It designs data
converters at the highest end of the precision and speed range, including 24-bit
converters. Data converters and amplifiers are key to new and emerging
applications, such as 3G (third generation) wireless phones, DSL (digital
subscriber line) modems, Internet audio players and digital consumer audio
systems. Analog is one of the largest sectors in the semiconductor industry and
is expected to grow more than 25 percent this year, according to industry
analyst Dataquest.

         TI plans to integrate its advanced process technologies with
Burr-Brown's design expertise to develop products for applications that require
the highest levels of precision and performance. Furthermore, TI's world leading
DSP expertise will provide Burr-Brown's high performance analog semiconductors
access to many new applications. The makers of Internet appliances and
communications systems will have the best of both worlds in one company, with
complementary components that optimally meet their total signal processing
requirements. The combined force of analog and DSP technical field experts will
deliver unmatched support as customers develop their systems. Together, TI and
Burr-Brown provide more analog field-based engineers than any other supplier.

         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.




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Taking options and convertible notes into account, TI will issue approximately
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. Burr-Brown will continue to operate in Tucson, Arizona, as
a wholly owned subsidiary of TI.

                                      # # #

         Safe Harbor Statement: Statements contained in this press release
regarding the growth of the analog segment of the semiconductor industry, the
benefits of the planned integration of Burr-Brown's operations, the effect of
the transaction on TI's earnings per share 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.
Expectations of growth in the analog sector of the semiconductor industry are
based on analysis performed by Dataquest, an independent market analyst. The
following factors and the factors discussed in TI's most recent filings on Form
10-K and Form S-4, and Burr-Brown's most recent filing on Form 10-Q could cause
actual results of TI to differ materially from the statements contained in this
press release: the continued growth of the analog market; 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; 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



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