8-KMaterial AgreementsExhibits & Filings

TEXAS INSTRUMENTS INC 8-K Report, Material Agreement (Apr 4, 2011)

Filed April 4, 2011For Securities:TXN

Summary

This Form 8-K filing by Texas Instruments (TI) on April 4, 2011, announces a material definitive agreement: the acquisition of National Semiconductor Corporation. TI, through its wholly-owned subsidiary Orion Merger Corp., entered into an Agreement and Plan of Merger to acquire National Semiconductor for $25.00 per share in cash. This transaction represents a significant strategic move for TI, aiming to expand its presence and capabilities in the semiconductor market. The merger is subject to customary closing conditions, including the approval of National Semiconductor's stockholders and various antitrust clearances. The filing details key terms of the merger agreement, including representations, warranties, covenants, and termination provisions. Notably, it outlines termination fees payable by either party under specific circumstances, such as National Semiconductor accepting a superior proposal or failure to obtain antitrust approvals. Investors should note that this filing primarily serves to disclose the agreement and the attached merger document contains detailed terms and qualifications.

Key Highlights

  • 1Texas Instruments (TI) is acquiring National Semiconductor Corporation in a cash-and-stock transaction.
  • 2The acquisition price is $25.00 per share for National Semiconductor common stock.
  • 3The transaction is structured as a merger where National Semiconductor will become a wholly-owned subsidiary of TI.
  • 4The merger agreement includes provisions for termination fees, with National Semiconductor owing TI $200 million under certain conditions and TI owing National Semiconductor $350 million if antitrust approvals are not obtained.
  • 5Completion of the merger is contingent upon shareholder approval from National Semiconductor and regulatory (antitrust) approvals.
  • 6The filing includes a disclaimer that the representations and warranties in the merger agreement are qualified and intended to allocate risk, not necessarily to state facts.
  • 7TI has included extensive forward-looking statements and information on where to find additional details about the merger, including proxy statements.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce that Texas Instruments (TI) has entered into a material definitive agreement to acquire National Semiconductor Corporation.

The acquisition is valued at $25.00 per share in cash for each outstanding share of National Semiconductor common stock. National Semiconductor will be merged with a wholly-owned subsidiary of TI, becoming a wholly-owned subsidiary of TI upon completion.

The completion of the merger is subject to several conditions, including the approval of National Semiconductor's stockholders, obtaining necessary foreign and domestic antitrust approvals (such as under the Hart-Scott-Rodino Antitrust Improvements Act), and other customary closing conditions.

Yes, the merger agreement specifies termination fees. National Semiconductor would owe TI a $200 million termination fee under certain circumstances (e.g., accepting a superior proposal). TI would owe National Semiconductor a $350 million termination fee if the merger fails due to a lack of antitrust approvals.