Press release

< Acquisitions and divestitures

Texas Instruments to Acquire Condat, Strengthening Its Chipset Solutions in Wireless Technology

DALLAS (March 1, 2002) -- Texas Instruments Incorporated, the leader in digital wireless technology, and Condat AG, Berlin, a developer of wireless communication software and platforms for mobile business applications, announced today an agreement by which TI would acquire Condat.

This acquisition enables TI to provide a complete GSM/GPRS chipset solution to its customers. This total solution will include TI's high-performance, low-power silicon as well as the software that can fully leverage the capabilities of TI's industry-leading OMAP™ processors, shortening customers' time to market. TI's OMAP710 is the industry's only GSM/GPRS modem integrated with an application processor on one chip and is shipping in volume today.

TI will also gain wireless software R&D centers in Berlin, Germany, and Edinburgh, Scotland, and strengthen its existing Aalborg, Denmark, R&D center. The company will now have eight wireless R&D centers serving the major regions of the world.

"Condat's engineering team has years of wireless protocol stack software expertise, especially in GSM/GPRS technology, which is the standard used by most mobile phone users worldwide," said Rick Kornfeld, TI vice-president and general manager of the company's worldwide wireless chipset business. "With Condat, TI will be able to offer wireless handset manufacturers more complete capabilities that fully utilize the features of TI's wireless chipset solutions, while shortening their time to market."

"We are very excited to join with the semiconductor leader in the wireless industry," said Thomas Otterbein, board representative of Condat's Wireless Products Business Segment. "The software expertise that our engineers bring will complement TI's team and together we can bring the synergy needed to serve current and future wireless markets, regardless of standards."

As part of the agreement, a company owned by the founders of Condat, Condat Informationssysteme AG, will acquire current Condat businesses focusing on enterprise software applications, systems integration, and wireless testing solutions, as well as Condat's equity interest in Purple Labs SA, a developer of reference designs for wireless smart phones. Also as part of the agreement, Condat Informationssysteme AG will work as an independent OMAP Technology Center and receive a development license for its protocol stack software for use in its wireless test systems business.

Condat employs about 380 people in Berlin, Munich, Aachen, and Hamburg, Germany; at additional R&D centers in Aalborg, Denmark and Edinburgh, Scotland; and at a customer support center in Taipei, Taiwan. Approximately half of these employees will remain with TI while the other half will transfer with the assets related to Condat Informationssysteme AG.

"We believe this acquisition represents a win-win position for our shareholders and employees. We are excited about the prospects for Condat Informationssysteme AG, which will focus on our strengths in software services and applications, as well as wireless test systems and smart phone design," said Pedro Schäffer, CEO and managing director of Condat.

Condat's supervisory board has approved the acquisition and the company's works council has been informed. Completion of the acquisition is contingent upon regulatory approvals and the securing of at least 95 percent of the outstanding shares.

Condat is a publicly held company traded on the Neuer Markt, Frankfurt/Main, Germany. TI will acquire the shares of the founding shareholders of the company and initiate a tender offer for the remaining shares. Current Condat wireless R&D centers will become part of a subsidiary, Texas Instruments Berlin.

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About Texas Instruments
Texas Instruments Incorporated is the world leader in digital signal processing and analog technologies, the semiconductor engines of the Internet age. In addition to Semiconductor, the company's businesses include Sensors & Controls, and Education Technology. TI is headquartered in Dallas, Texas, and has manufacturing, design or sales operations in more than 25 countries. More information is located on the World Wide Web at www.ti.com.

Safe Harbor Statement
Statements contained in this press release regarding the proposed transaction, expected product enhancements and other statements of management's beliefs, goals and expectations may be considered "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995, and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. The following factors and those discussed in TI's most recent filing on Form 10-K could cause actual results to differ materially from the statements contained in this press release: the ability to consummate the merger; the ability of TI to successfully integrate Condat's operations and capitalize on the combined technologies; and the ability to realize synergies in terms of research and development. We disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.