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EXHIBIT 99.1
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.
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.
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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, 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. 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.
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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.
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
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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.
