Texas Instruments to Acquire Burr-Brown
Expanded Analog Portfolio Accelerates DSP-Attach Strategy
Texas Instruments has announced 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.
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.
The company's Web site address is http://www.ti.com/.
[Reprinted with kind permission from Texas Instruments]