Texas Instruments to Acquire Spectron Microsystems from Dialogic Corporation

Purchase Enhances DSP Software Development Environment

(January 22, 1998) -- Texas Instruments Incorporated (NYSE: TXN) announced today that it has entered into a definitive agreement to purchase the principal assets and operations of Spectron Microsystems, a wholly-owned subsidiary of Dialogic Corporation (NASDAQ:DLGC). While specific terms are subject to closing adjustments, it is expected that the purchase price will be in the range of $20 to $26 million. The acquisition further enhances TI’s extensive digital signal processing (DSP) solutions offering, enabling its customers to shorten their time to market and to focus on features that differentiate their products.

Spectron Microsystems, located in Santa Barbara, California, develops and markets advanced system software, such as real-time operating systems (RTOS) for use in digital signal processing applications. The company is a leader in products that ease software development, eliminating some low-level programming tasks. With this transaction, TI will extend its leadership in digital signal processing solutions by offering the most complete development environment, simplifying DSP development and making TI DSP Solutions even more attractive for a broad range of fast-growing markets.

Digital signal processors are powerful, specialized semiconductors that are ideal for very fast, math-intensive computing, and are used in a variety of electronic end-equipment such as cellular phones, modems and hard disk drives. The DSP market is projected to grow at a compounded annual growth rate of about 35 percent per year over the next five years, according to market research firm Forward Concepts.

"TI and Spectron have enjoyed a long standing relationship that has resulted in some of the most advanced software tools in our industry," said Mike Hames, vice president of TI’s semiconductor group and worldwide manager of DSP. "For more than a decade, Spectron’s engineering talent has remained on the forefront of operating systems and advanced development tools for DSP."

"This transaction will permit the accelerated development of leadership real-time operating systems for digital signal processing," said Howard G. Bubb, president and CEO of Dialogic Corporation. "This is consistent with Dialogic’s interest in advancing the development of DSP software. Further, we will continue as a user and retain certain rights to continuing development of related software important to our business." Spectron was formed in 1987 and was acquired by Dialogic in February of 1995. Spectron will remain in Santa Barbara, reporting into the TI semiconductor group. The company has about 60 employees.

Spectron’s products include SPOX™ and BIOSuite™. SPOX is a real-time operating system for DSP applications. The BIOSuite products provide implementations of the TI DSP/BIOS open software application programming interface (API) standard. The DSP/BIOS API defines a common set of function calls that improves overall code quality and shortens development time.

Over the past year TI has taken a number of strategic actions to further its leadership in digital signal processing solutions, including recent acquisitions of Amati Communications Corporation and GO DSP Corporation. These acquisitions bring TI additional expertise in xDSL digital modem technology and DSP software development tools. Closing of the Spectron acquisition is expected to be finalized by March 1, 1998, subject to governmental approvals and certain conditions of closing.

SPOX and BIOSuite are trademarks of Spectron Microsystems.