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Texas Instruments completed its acquisition of National Semiconductor on September 23, 2011, after announcing an approximately $6.5 billion cash deal in April. TI’s stated aim was to pair National’s analog-chip portfolio with TI’s broader product range and much larger sales reach.

Why did TI buy National Semiconductor?

TI presented the acquisition as a way to broaden its analog product offering and bring those products to more customers. In its April 4, 2011 announcement, TI said National had 12,000 analog products and TI had 30,000. The companies said their combined sales team would be ten times the size of National’s prior sales team. These were company-reported figures and strategic claims, not independent evidence that customer reach or business performance later improved.

Rich Templeton, then TI chairman, president and chief executive officer, said in the announcement: “This acquisition is about strength and growth,” TI’s April 4, 2011 announcement.

What were the deal terms?

Under the definitive agreement announced April 4, 2011, TI would pay $25 per National share in cash. The companies valued the transaction at about $6.5 billion. Both boards unanimously approved the agreement, but at announcement the deal still required regulatory review and approval by National shareholders. TI’s announcement of the agreement.

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Texas Instruments NE555P Single Precision Timer (Pack of 10)
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TI later reported $6.535 billion in cash payments for the acquisition in its 2011 annual-report filing data. That accounting figure and the announcement’s approximate transaction valuation are reported in different contexts; they should not be treated as interchangeable descriptions of the same measure. TI 2011 annual report.

When did the acquisition clear and close?

Date Milestone
April 4, 2011 TI and National announced the definitive agreement. Regulatory review and National shareholder approval remained conditions.
May 23, 2011 The U.S. antitrust waiting period expired without the Department of Justice or Federal Trade Commission requesting additional information. Seven non-U.S. clearances and National shareholder approval still remained, according to the companies’ announcement. TI’s May 23 update.
September 21, 2011 TI announced that all required regulatory reviews had cleared. TI’s clearance announcement.
September 23, 2011 The acquisition closed. More than 5,000 National employees joined TI, and National became part of TI’s Analog business. TI’s closing announcement.

What changed when the deal closed?

At closing, TI described the combined analog portfolio as nearly 45,000 products. That closing figure followed the earlier announced counts of 30,000 TI products and 12,000 National products; the figures are company-reported portfolio counts, not a measure of revenue or market share. National’s operating results were included in TI’s Analog segment from the acquisition date, according to TI’s 2011 annual-report filing data.

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The deal therefore moved from a proposed cash purchase to an operating integration: National became part of TI’s Analog business, with its employees and product portfolio joining the company. The available announcement and filing facts establish the transaction and its structure, but do not by themselves show whether the promised growth, profitability, or customer benefits materialized over the longer term.

Quick Recap

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Texas Instruments CD4017BE CD4017 CMOS Decade Counter with 10 Decoded Outs (Pack of 5)
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