WEIL, GOTSHAL & MANGES ANNOUNCE RARE LAUNCH OF VOLUNTARY TENDER OFFER FOR THE ACQUISITION OF CONDAT AG

WEIL, GOTSHAL & MANGES ANNOUNCE RARE LAUNCH OF VOLUNTARY TENDER OFFER FOR THE ACQUISITION OF CONDAT AG Weil, Gotshal & Manges, international law firm, has announced the commencement of Texas Instruments Incorporated's voluntary cash tender offer on April 3 for the German target, Condat AG, headquartered in Berlin. Only a handful of offers have been launched since the new German Takeover Act went into effect on January 1, 2002. Of these, this is the first offer that is seeking to acquire a squeeze-out majority (the "minimum condition"). Texas Instruments is making the offer with the intention of acquiring all shares not held by either Texas Instruments (approx. 16%) or the founding shareholders of Condat AG (approx. 56%). On successful completion of the offer, and the related transactions, Texas Instruments will hold at least 95% of all shares of Condat AG. Texas Instruments plans to squeeze out the remaining minority shareholders of Condat AG for cash compensation pursuant to the newly enacted provisions on squeeze-outs of the German Stock Corporation Act. Liza Kroeger, lead partner on the transaction, commented: "Apart from being one of the first voluntary tender offers under the new German law, the offer is unique in that we were able to couple a "minimum condition" with the completion of certain other transactions. Ultimately, the offer is conditioned not only on acquiring a minimum number of shares of the free float (approx. 23%), but also on completing a carve-out and sale of certain divisions of the target company to the founding shareholders as well as consummating the acquisition of a block of shares from the founding shareholders (approx. 56%) outside of the tender offer. This structure provides a win-win for all constituencies: the bidder is in the position to acquire the part of the target that it is strategically interested in, the founding shareholders are able to retain the initial parts of the Condat AG business and continue to grow them, and the shareholders are awarded a substantial premium over the market due to the fact that the bidder and the founding shareholders are able to unbundle the various product lines of the target." The tender period currently runs until May 15. The Weil, Gotshal & Manges team included: German partners, Liza Kroeger, Josef Tobien and Heiner Drueke, assisted by Dirk Barcaba, Juergen Boerst, Alexander Engelhardt, Tobias Geerling, Stephan Grauke, Uwe Hartmann, Annette Ruth and Joseph Verdesca; US partner, Scott Cohen assisted by Dawn Stout; London partners, Geza Toth and Doug Nave, assisted by Juliette Enser. ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2002/04/05/20020405BIT00780/wkr0001.DOC http://www.waymaker.net/bitonline/2002/04/05/20020405BIT00780/wkr0002.pdf