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DALLAS (April 27, 2006) – Texas Instruments Incorporated (TI) (NYSE:
TXN) today announced it has completed the sale of its Sensors & Controls
business to affiliates of Bain Capital, LLC, a leading global private
investment firm, for $3.0 billion in cash.
The
former Sensors & Controls business has adopted the name Sensata Technologies,
and will continue to be headquartered in Attleboro, Massachusetts, and
maintain additional manufacturing and technology development centers located
in Brazil, China, Holland, Japan, Korea, Malaysia and Mexico, as well
as sales offices around the world.
TI expects
to recognize an after-tax gain in the range of $1.6 billion to $1.7 billion
from the sale in the current quarter. The sale did not include the radio
frequency identification (RFID) systems operation, which remains part
of Texas Instruments.
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“Safe
Harbor” Statement under the Private Securities Litigation Reform
Act of 1995: This release includes forward-looking statements intended
to qualify for the safe harbor from liability established by the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
generally can be identified by phrases such as TI or its management “believes,”
“expects,” “anticipates,” “foresees,”
“forecasts,” “estimates” or other words or phrases
of similar import. Similarly, statements in this release that describe
the Company’s business strategy, outlook, objectives, plans, intentions
or goals also are forward-looking statements. All such forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those in forward-looking statements.
We urge you to carefully consider the following important factors that
could cause actual results to differ materially from the expectations
of the Company or its management:
- Market
demand for semiconductors, particularly for analog chips and digital
signal
processors in key markets such as communications, entertainment electronics
and computing;
- TI’s
ability to maintain or improve profit margins, including its ability
to utilize its
manufacturing facilities at sufficient levels to cover its fixed operating
costs, in an
intensely competitive and cyclical industry;
- TI’s
ability to develop, manufacture and market innovative products in a
rapidly
changing technological environment;
- TI’s
ability to compete in products and prices in an intensely competitive
industry;
- TI’s
ability to maintain and enforce a strong intellectual property portfolio
and obtain
needed licenses from third parties;
- Expiration
of license agreements between TI and its patent licensees, and market
conditions reducing royalty payments to TI;
- Economic,
social and political conditions in the countries in which TI, its customers
or its suppliers operate, including security risks, health conditions,
possible disruptions in transportation networks and fluctuations in
foreign currency exchange rates;
- Natural
events such as severe weather and earthquakes in the locations in which
TI, its customers or its suppliers operate;
- Availability
and cost of raw materials, utilities and critical manufacturing equipment;
- Changes
in the tax rate applicable to TI as the result of changes in tax law,
the
jurisdictions in which profits are determined to be earned and taxed,
the outcome of tax audits and the ability to realize deferred tax assets;
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- Losses
or curtailments of purchases from key customers and the timing and amount
of distributor and other customer inventory adjustments;
- Customer
demand that differs from company forecasts;
- The financial
impact of inadequate or excess TI inventories to meet demand that differs
from projections;
- Product
liability or warranty claims, or recalls by TI customers for a product
containing a TI part;
- TI’s
ability to recruit and retain skilled personnel; and
- Timely
implementation of new manufacturing technologies, installation of
manufacturing equipment and the ability to obtain needed third-party
foundry and
assembly/test subcontract services.
For a more
detailed discussion of these factors, see the text under the heading “Risk
Factors” in Item 1A of the Company’s most recent Form 10-K.
The forward-looking statements included in this release are made only
as of the date of publication, and the Company undertakes no obligation
to update the forward-looking statements to reflect subsequent events
or circumstances.
About
Texas Instruments:
Texas
Instruments Incorporated provides innovative DSP and analog technologies
to meet our customers’ real world signal processing requirements.
In addition to Semiconductor, the company includes the Educational &
Productivity Solutions business. TI is headquartered in Dallas, Texas,
and has manufacturing, design or sales operations in more than 25 countries.
Texas
Instruments is traded on the New York Stock Exchange under the symbol
TXN. More information is located on the World Wide Web at www.ti.com.
About
Bain Capital:
Bain
Capital (www.baincapital.com)
is a global private investment firm that manages several pools of capital
including private equity, venture capital, public equity and leveraged
debt assets with more than $38 billion in assets under management. Since
its inception in 1984, Bain Capital has made private equity investments
and add-on acquisitions in over 230 companies around the world, including
such technology and manufacturing companies as FCI, UGS, ChipPAC and Therma-Wave.
Headquartered in Boston, Bain Capital has offices in New York, London,
Munich, Tokyo, Hong Kong and Shanghai.
About
Sensata Technologies:
Sensata
Technologies, formerly the Sensors & Controls business of Texas Instruments,
provides leaders in the global automotive, appliance, aircraft, industrial
and HVAC markets with sensing and protection solutions that improve safety
and efficiency for millions of people every day.
Headquartered
in Attleboro, Massachusetts, Sensata Technologies has nine technology
and manufacturing centers in eight countries and sales offices throughout
the world. For more information, visit www.sensata.com.
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