TI公司65亿美金收购国半NS
2011-04-05 10:32阅读：
主角：TI(National Semiconductor)
时间：2011年4月
金额：$6.5billion
产品线：模拟
DALLAS and SANTA CLARA, Calif., April 4, 2011 /PRNewswire/ -- Texas
Instruments Incorporated (TI) (NYSE: TXN) and National
Semiconductor (NYSE: NSM) today announced they have signed a
definitive agreement under which TI will acquire National for $25
per share in an all-cash transaction of about $6.5 billion.
The acquisition combines two industry leaders in analog
semiconductors, each with unique strengths in delivering products
to improve performance and efficiency and convert real-world
signals in electronic systems. The boards of directors of
both companies have unanimously approved the transaction.
'This acquisition is about strength and growth,' said Rich
Templeton, TI's chairman, president and chief executive officer.
'National has an excellent development team, and its
products combined with our own can offer customers an analog
portfolio of unmatched depth and breadth.
In recent years, National's management team has done an outstanding
job of improving margins and streamlining expenses, which upon
close will increase TI's profitability and earnings per share,
excluding transaction costs. Our ability to accelerate
National's growth with our much larger sales force is the
foundation of our belief that we can produce strong returns on our
investment. The combined sales team will be 10 times larger
than National's is today, and the portfolio will be exposed to more
customers in more markets.'
'Our two companies complement each other very well,' said Don
Macleod, National's chief executive officer. 'TI has much
greater scale in the marketplace, with its larger portfolio of
products and its large global sales force. This provides a
platform to enhance National's strong and highly profitable analog
capability, power management in particular, leading to meaningful
growth.'
Each company has unique strengths. Among them are the
breadth of TI's 30,000 analog products, extensive customer reach,
and industry-leading manufacturing including the world's first
300-millimeter analog factory. National brings a portfolio
of 12,000 analog products, a strong position with customers in the
industrial power market, and excellent customer design tools.
Upon close of the transaction, National becomes part of
TI's analog segment, and sales of analog semiconductors will
represent almost 50 percent of TI's revenue.
The combined company also will benefit from National's
manufacturing operations, located in Maine, Scotland and Malaysia,
which TI will continue to operate. Each site has additional
capacity to increase production. National's headquarters
will remain in Santa Clara, California.
Under terms of the agreement, National stockholders will receive
$25 in cash for each share of National common stock they hold at
the time of closing. TI expects to fund the transaction
with a combination of existing cash balances and debt. The
acquisition is subject to customary closing conditions, including
review by U.S. and international regulators and approval by
National's shareholders. The transaction is expected to
close in six to nine months.
The market for analog semiconductors was $42 billion in 2010.
TI is the market leader with 2010 analog revenue of $6.0
billion, or 14 percent of the market. National's revenue in
calendar year 2010 was about $1.6 billion, or 3 percent of the
market.
Analysis: TI-National deal a smart use of cash
Bolaji Ojo
4/4/2011 8:27 PM EDT
Texas Instruments is not known for making huge acquisitions. Until
Monday (April 4), the last time it rocked the market with anything
close to or above $1 billion was in 2000 when it acquired
Burr-Brown for an eye-popping $7.6 billion. Following that
transaction, TI settled into organic growth while gobbling up the
occasional bite-size transactions meant to fill product lines on a
steady basis.
Rich Templeton, TI president, chairman and CEO, is often
unapologetic about his often-stated belief that large acquisitions
in the semiconductor industry usually don't make financial sense,
often getting the parties stuck in a quagmire.
So why is TI making its biggest acquisition in more than a decade
by offering to buy analog rival National Semiconductor for $6.5
billion in cash? After all, the transaction will increase TI's
market leverage, and likely attract some regulatory scrutiny, which
the company should withstand easily. However, the deal will result
in some integration distractions for Dallas-based TI, distractions
that rivals will try to exploit in order to negate some of the
gains both companies are expecting from the deal.
While some industry observers and financial analysts may question
TI's decision to pay $6.5 billion for a struggling rival with less
than $1.5 billion in annual sales (for fiscal 2010 sales were $1.42
billion), TI can point to several advantages from the transaction.
These include the opportunity to boost National’s revenue by
deploying its highly motivated sales force, add about 12, 000 new
products to its portfolio along with seasoned, scarce analog
engineers and reach new markets. The result will be increased
leverage in the analog market.
Furthermore, TI is wisely deploying cash at a time of low returns
from investment markets. Cash on most companies' balance sheets
today is generating meager returns whether from U.S. Treasury,
corporate or municipal bonds along with overseas investments.
Keeping more than $3 billion on the balance sheet might make sense
for companies with limited ability to generate additional cash flow
or that need it for capital expenditures, but this is not a problem
at TI. In addition, the chip maker will be tapping the investment
market for financing at a time of low interest rates. The result is
likely to be rapid, strong returns on the investment.
It's a move few analysts quarreled with during a conference call
with TI executives to discuss the transaction. Indeed, many
analysts offered congratulations to Templeton although a few had
tough questions about timing, the additional leverage TI would be
assuming and the expected returns from the investment.
As with most acquisitions, the announcement of the deal will
temporarily hurt National as OEM customers wait to see which
products might be phased out and which would be retained. Customers
will also need to be reassured of regulatory approval, which would
involve as many as 10 different international regulatory agencies,
according to TI officials. During the expected six- to nine-month
review period, the fate of National's products will be in limbo,
and customers may move on rival suppliers. Winning these customers
back may be difficult.
Despite the potential hurdles, the acquisition is certain to tip
the overall competitive environment heavily in TI's favor while
helping boost its analog IC market share past the current 14
percent. TI, in fact, could see its market share expand above the
combined 17 percent the two companies currently hold as it
leverages an extensive sales network to drive sales of National
products.
The 85 percent premium TI is offering for National also indicates
the level of confidence TI execs have in the transaction, and their
ability to rapidly boost flagging growth rate for National's
products. During the conference call, they made it clear that the
opportunity to generate higher sales for National products was a
key factor. TI, which said it introduces 500 analog parts per year,
will automatically gain 12,000 new products in a market where
building portfolios 'takes a long time,' according to
Templeton.
'National's growth potential has yet to be met,' Templeton said.
'We can significantly expand National's sales force and our
combined sales force will be 10 times larger than what National
currently has.'
TI will be taking on debt to finance the transaction, but the
company is not expected to have any problems securing the
financing. It closed its December 2010 quarter with zero long-term
debt, and more than $3 billion in cash and short-term investments.
TI also had about $500 million in long-term investments and
generates a steady stream of cash from operating activities each
quarter. National Semiconductor had about $1 billion in cash and
short-term investments at the end of its fiscal quarter ended Feb.
27. This was cancelled out by about the same amount in long-term
debt.
The higher debt TI will assume as a result of this deal is not a
concern to the investment community, however. They will likely be
more focused over the next nine months on how quickly TI can get
regulatory approval and how soon it can complete the integration of
National Semiconductor personnel to realize the promised benefits
of the acqu
