TI to acquire National Semiconductor
Texas Instruments Incorporated (TI) and National Semiconductor announced they have signed a definitive agreement under which TI will acquire National for $25 per share in an all-cash transaction of about $6.5 billion. The acquisition combines two industry leaders in analog semiconductors, each with unique strengths in delivering products to improve performance and efficiency and convert real-world signals in electronic systems. The boards of directors of both companies have unanimously approved the transaction.
“This acquisition is about strength and growth,” said Rich
Templeton, TI’s chairman, president and chief executive officer. “National
has an excellent development team, and its products combined with our own can
offer customers an analog portfolio of unmatched depth and breadth. In recent
years, National’s management team has done an outstanding job of improving
margins and streamlining expenses, which upon close will increase TI’s
profitability and earnings per share, excluding transaction costs. Our ability
to accelerate National’s growth with our much larger sales force is the
foundation of our belief that we can produce strong returns on our investment.
The combined sales team will be 10 times larger than National’s is today, and
the portfolio will be exposed to more customers in more markets.”
“Our two companies complement each other very well,” said Don
Macleod, National’s chief executive officer. “TI has much greater scale in
the marketplace, with its larger portfolio of products and its large global
sales force. This provides a platform to enhance National’s strong and highly
profitable analog capability, power management in particular, leading to
meaningful growth.”
Each company has unique strengths. Among them are the breadth of TI’s 30,000
analog products, extensive customer reach, and industry-leading manufacturing
including the world’s first 300-millimeter analog factory. National brings a
portfolio of 12,000 analog products, a strong position with customers in the
industrial power market, and excellent customer design tools. Upon close of the
transaction, National becomes part of TI’s analog segment, and sales of analog
semiconductors will represent almost 50 percent of TI’s revenue.
The combined company also will benefit from National’s manufacturing
operations, located in Maine, Scotland and Malaysia, which TI will continue to
operate. Each site has additional capacity to increase production. National’s
headquarters will remain in Santa Clara, California.
Under terms of the agreement, National stockholders will receive $25 in cash
for each share of National common stock they hold at the time of closing. TI
expects to fund the transaction with a combination of existing cash balances and
debt. The acquisition is subject to customary closing conditions, including
review by U.S. and international regulators and approval by National’s
shareholders. The transaction is expected to close in six to nine months.
The market for analog semiconductors was $42 billion in 2010. TI is the market
leader with 2010 analog revenue of $6.0 billion, or 14 percent of the market.
National’s revenue in calendar year 2010 was about $1.6 billion, or 3 percent of
the market.
For more information, see
www.ti.com/acquire or
www.national.com .
201104110111.4.2011Company infoTexas Instruments