Texas Instruments acquires National Semiconductor

April 5, 2011 Texas Instruments and National Semiconductor announced today that they have signed a definitive agreement pursuant to which Texas Instruments will acquire National Semiconductor at a cash price of $25 per share and a total consideration of approximately $6.5 billion. . This acquisition brings together the two leaders in the analog semiconductor industry. Both have unique advantages and are dedicated to improving the performance and efficiency of electronic systems and realizing the signal conversion with the real world. The boards of the two companies have unanimously approved this transaction.

Rich Templeton, chairman, president and chief executive officer of Texas Instruments, said: "The significance of this acquisition is the strengthening of strength and business growth. National Semiconductor has an excellent development team, their products and ours. The combination of products can provide customers with an unparalleled analog product portfolio in depth and breadth.In recent years, the National Semiconductor's management team has excelled in improving profitability and streamlining expenses, which will be beneficial after the acquisition is completed. With Texas Instruments' profitability and earnings per share not included in acquisition costs, Texas Instruments' strong sales team will accelerate the growth of National Semiconductor's business, and we firmly believe that this investment will receive substantial returns. Will be 10 times current national semiconductor sales team and get more customers in a wider market.”

National Semiconductor CEO Don Macleod said: “Our two companies are very complementary. TI has a larger market, a broader product portfolio and a strong global sales team. This will provide the National Semiconductor A strong platform to enhance high-margin simulation services, especially power management, and achieve significant growth.

Each of the two companies has its own unique advantages. Texas Instruments offers 30,000 analog products, extensive customer influence, and industry-leading manufacturing capabilities, including the world’s first 12-inch analog fab. National Semiconductor has more than 12,000 analog products and is a leader in the industrial power supply market and can provide superior customer design tools. After the transaction is completed, National Semiconductor will be integrated into the simulation department of Texas Instruments. By then, the simulation unit of Texas Instruments will account for nearly half of its total revenue.

The combined company will also benefit from National Semiconductor's manufacturing operations in Maine, Scotland and Malaysia, and Texas Instruments will continue to operate these manufacturing facilities. Each manufacturer also has the ability to further increase production capacity. After the acquisition, National Semiconductor’s headquarters is still in Santa Clara, California.

Under the acquisition agreement, National Semiconductor's stockholders will receive cash returns at the price of $25 per common share at the completion of the transaction. Texas Instruments’ acquisition of funds will come from existing cash and bond financing. The acquisition also depends on customary closing conditions, including through the review of US and international regulatory agencies and through the approval of National Semiconductor shareholders. The transaction is expected to be completed within 6 to 9 months.

The analog semiconductor market in 2010 was US$42 billion. As a leader in analog markets, Texas Instruments' revenue in the analog semiconductor market in 2010 was US$6 billion, accounting for 14% of the global market share. National Semiconductor’s revenue in 2010 was approximately US$1.6 billion with a market share of 3%.

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