8-KOther Events

TEXAS INSTRUMENTS INC 8-K Report (Jul 6, 2000)

Filed July 6, 2000For Securities:TXN

Summary

Texas Instruments Incorporated (TXN) has announced a definitive agreement to acquire Burr-Brown Corporation for approximately $7.6 billion, based on the closing price of TXN stock on June 21, 2000. This strategic acquisition involves a stock-for-stock transaction where Burr-Brown shareholders will receive 1.3 shares of TI common stock for each share of Burr-Brown common stock they own. Options and convertible notes of Burr-Brown will also be adjusted to convert into 1.3 shares of TI common stock. The transaction is subject to customary closing conditions, including the approval of Burr-Brown's stockholders and regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act, as well as comparable foreign governmental entities. The filing also notes that Burr-Brown has provided TI with an option to acquire a significant number of its shares under specific circumstances, and certain Burr-Brown management and directors have agreed to vote in favor of the merger. This move signals TI's intent to strengthen its market position and expand its product portfolio through a substantial acquisition.

Key Highlights

  • 1Texas Instruments (TXN) agrees to acquire Burr-Brown Corporation.
  • 2The acquisition is valued at approximately $7.6 billion, based on TXN's stock price as of June 21, 2000.
  • 3The transaction is a stock-for-stock merger, with Burr-Brown shareholders receiving 1.3 shares of TI common stock per Burr-Brown share.
  • 4Options and convertible notes of Burr-Brown will also be converted into TI common stock at a ratio of 1.3 shares.
  • 5The merger is contingent upon approval from Burr-Brown stockholders.
  • 6Regulatory approval is required, including under the Hart-Scott-Rodino Antitrust Improvements Act.
  • 7Burr-Brown has granted TI an option to acquire a significant stake in the company under certain conditions.

Frequently Asked Questions

This 8-K filing announces Texas Instruments' definitive agreement to acquire Burr-Brown Corporation. It details the terms of the acquisition, including the valuation, the exchange ratio for stock, and the conditions for closing the deal.

Burr-Brown shareholders will receive 1.3 shares of Texas Instruments' common stock for each share of Burr-Brown common stock they own. This also applies to Burr-Brown's outstanding stock options and convertible notes.

The merger is subject to several conditions, including the approval of the merger agreement by Burr-Brown's stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and approval from any comparable foreign governmental entities.

While not explicitly stated in this filing, the acquisition of Burr-Brown, a company known for its analog signal processing components, suggests Texas Instruments aims to significantly enhance its analog business segment and expand its product offerings in this critical area of the semiconductor market.