---------- Forwarded message ---------
From: Brandon Tolany <[email protected]>
Date: Tue, Feb 10, 2026, 10:28 AM
Subject: Texas Instruments to acquire Silicon Labs
To: <[email protected]>




[image: Silicon Labs]



Dear Rodney,

We are excited to share that Silicon Labs has announced a planned
acquisition by Texas Instruments (TI), a global leader in semiconductor
technology.

This combination brings together Silicon Labs’ leadership in embedded
wireless connectivity with TI’s manufacturing scale, global reach, and
operational excellence. Together, we expect to accelerate innovation,
enhance supply reliability, and expand the level of support we can provide
to customers worldwide.

Importantly, Texas Instruments is acquiring Silicon Labs to build on what
we do best. Our product roadmap, customer commitments, and day-to-day
operations remain unchanged. Until the transaction closes—expected in the
first half of 2027, subject to customary approvals—it is business as usual,
and your current contacts and agreements remain the same.

We wanted you to hear this directly from us as a trusted customer. If you
have any questions, your Silicon Labs representative is happy to discuss
what this means for you.

Thank you for your continued partnership. We are excited about the
opportunities ahead.

Sincerely,
*Brandon Tolany*
*Sr. Vice President Sales & Marketing*




*Additional Information and Where to Find It *
In connection with the proposed transaction, Silicon Laboratories Inc.
(“Silicon Labs) plans to file a proxy statement with the Securities and
Exchange Commission (the “SEC”) with respect to a special meeting of
stockholders for purposes of obtaining stockholder approval of the proposed
transaction. This communication is not a substitute for the proxy statement
or any other document that Silicon Labs may file with the SEC. The
definitive proxy statement (when available) will be sent or given to the
stockholders of Silicon Labs and will contain important information about
the proposed transaction and related matters. STOCKHOLDERS OF SILICON LABS
ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN)
AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION
THAT SILICON LABS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors will be
able to obtain free copies of the proxy statement and other relevant
materials (when available) and other documents filed by Silicon Labs at the
SEC’s website at www.sec.gov. Copies of the proxy statement (when
available) and the filings that will be incorporated by reference therein
may also be obtained, without charge, by contacting Silicon Labs’ Investor
Relations at [email protected] or (512) 416-8500.

*Participants in the Solicitation *
Silicon Labs, Texas Instruments Incorporated (“Texas Instruments”) and
their respective directors and executive officers may be deemed, under SEC
rules, to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Silicon Labs’ directors and
executive officers is available in (a) Silicon Labs’ Annual Report on Form
10-K for the fiscal year ended December 28, 2024, including under the
headings “Item 10. Directors, Executive Officers and Corporate Governance,”
“Item 11. Executive Compensation,” “Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters” and “Item
13. Certain Relationships, Related Transactions, and Director
Independence,” which was filed with the SEC on February 4, 2025, and can be
found at www.sec.gov; (b) Silicon Labs’ definitive proxy statement for its
2025 annual meeting of stockholders, which was filed with the SEC on March
12, 2025, under the headings “Proposal One: Election of Directors,”
“Ownership of Securities,” “Executive Officers,” and “Compensation
Discussion and Analysis,” and can be found at www.sec.gov; and (c)
subsequently filed Current Reports on Form 8-K and Quarterly Reports on
Form 10-Q. To the extent holdings of Silicon Labs’ securities by its
directors or executive officers have changed since the amounts set forth in
Silicon Labs’ proxy statement for its 2025 annual meeting of stockholders,
such changes have been or will be reflected on Forms 3, 4 and 5, filed with
the SEC (which can be found at www.sec.gov). Copies of the documents filed
with the SEC by Silicon Labs will be available free of charge through the
website maintained by the SEC and at Silicon Labs’ website at
https://investor.silabs.com/.
Information regarding Texas Instruments’ directors and executive officers
is available in (a) Texas Instruments’ Annual Report on Form 10-K for the
fiscal year ended December 31, 2024, including under the headings “ITEM 10.
Directors, executive officers and corporate governance,” “ITEM 11.
Executive compensation,” “ITEM 12. Security ownership of certain beneficial
owners and management and related stockholder matters” and “ITEM 13.
Certain relationships and related transactions, and director independence,”
which was filed with the SEC on February 14, 2025, and can be found at
www.sec.gov; (b) Texas Instruments’ definitive proxy statement for its 2025
annual meeting of stockholders, which was filed with the SEC on March 5,
2025, under the headings “Election of directors,” “Executive compensation,”
and “Security ownership of directors and management,” and can be found at
www.sec.gov; and (c) subsequently filed Current Reports on Form 8-K and
Quarterly Reports on Form 10-Q. To the extent holdings of Texas
Instruments’ securities by its directors or executive officers have changed
since the amounts set forth in Texas Instruments’ proxy statement for its
2025 annual meeting of stockholders, such changes have been or will be
reflected on Forms 3, 4 and 5, filed with the SEC (which can be found at
www.sec.gov). Copies of the documents filed with the SEC by Texas
Instruments will be available free of charge through the website maintained
by the SEC at www.sec.gov and at Texas Instruments’ website at
https://investor.ti.com/.
Other information regarding the participants in the solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be set forth in Silicon Labs’ definitive proxy statement
and other relevant materials to be filed with the SEC regarding the
proposed transaction when such materials become available. Investors and
stockholders should read the proxy statement carefully when it becomes
available before making any voting or investment decisions. Copies of these
documents may be obtained, free of charge, from the sources indicated
above.

*No Offer or Solicitation *
This communication is for informational purposes only and does not
constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, and
otherwise in accordance with applicable law.

*Cautionary Statement Regarding Forward-Looking Statements *
This communication contains “forward-looking statements” within the meaning
of of Section 27A of the Securities Act of 1933, as amended, Rule 175
promulgated thereunder, Section 21E of the Securities Exchange Act of 1934,
as amended, and Rule 3b-6 promulgated thereunder. Such statements include
statements concerning anticipated future events and expectations that are
not historical facts. Any statements about Texas Instruments’ or Silicon
Labs’ plans, objectives, expectations, strategies, beliefs, or future
performance or events constitute forward-looking statements.
Forward-looking statements are typically identified by words such as
“believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,”
“continue,” “positions,” “plan,” “predict,” “project,” “forecast,”
“guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by
future conditional verbs such as “assume,” “will,” “would,” “should,”
“could” or “may,” or by variations of such words or by similar expressions
or the negative thereof. Such forward-looking statements include but are
not limited to statements about the benefits of the proposed transaction,
including future financial and operating results, Texas Instruments’ or
Silicon Labs’ plans, objectives, expectations and intentions, the expected
timing of completion of the proposed transaction and other statements that
are not historical facts. Actual results may vary materially from those
expressed or implied by forward-looking statements based on a number of
factors, including, without limitation: (a) risks related to the
consummation of the proposed transaction, including the risks that (i) the
proposed transaction may not be consummated within the anticipated time
period, or at all, (ii) the parties may fail to obtain Silicon Labs
stockholder approval of the merger agreement, (iii) the parties may fail to
secure the termination or expiration of any waiting period applicable under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or
obtain other required governmental and regulatory approvals, and (iv) other
conditions to the consummation of the proposed transaction under the merger
agreement may not be satisfied; (b) the effects that any termination of the
merger agreement may have on Silicon Labs or Texas Instruments and their
respective businesses, including the risk that Silicon Labs’ or Texas
Instruments’ stock price may decline significantly if the proposed
transaction is not completed; (c) the effects that the announcement or
pendency of the proposed transaction may have on Silicon Labs or Texas
Instruments and their respective businesses, including the risks that as a
result (i) Silicon Labs’ or Texas Instruments’ business, operating results
or stock price may suffer, (ii) Silicon Labs’ or Texas Instruments’ current
plans and operations may be disrupted, (iii) Silicon Labs’ or Texas
Instruments’ ability to retain or recruit key employees may be adversely
affected, (iv) Silicon Labs’ or Texas Instruments’ business relationships
(including, customers and suppliers) may be adversely affected, or (v)
Silicon Labs’ or Texas Instruments’ management’s or employees’ attention
may be diverted from other important matters; (d) the effect of limitations
that the merger agreement places on Silicon Labs’ ability to operate its
business, return capital to stockholders or engage in alternative
transactions; (e) the nature, cost and outcome of pending and future
litigation and other legal proceedings, including any such proceedings
related to the proposed transaction and instituted against Silicon Labs and
others; (f) the risk that the proposed transaction and related transactions
may involve unexpected costs, liabilities or delays; (g) other economic,
business, competitive, legal, regulatory, and/or tax factors, including the
impact of the current global memory chip shortage; and (h) other factors
described in the reports of (i) Silicon Labs filed with the SEC, including
but not limited to the risks described in Silicon Labs’ Annual Report on
Form 10-K for its fiscal year ended December 28, 2024, which was filed with
the SEC on February 4, 2025, and Silicon Labs’ Quarterly Reports on Form
10-Q, and that are otherwise described or updated from time to time in
Silicon Labs’ other filings with the SEC and (ii) Texas Instruments filed
with the SEC, including but not limited to the risks described in Texas
Instruments’ Annual Report on Form 10-K for its fiscal year ended December
31, 2024, which was filed with the SEC on February 14, 2025, and Texas
Instruments’ Quarterly Reports on Form 10-Q, and that are otherwise
described or updated from time to time in other filings with the SEC. All
forward-looking statements attributable to Silicon Labs or Texas
Instruments, or persons acting on Silicon Labs’ or Texas Instruments’
behalf, are expressly qualified in their entirety by this cautionary
statement. Further, each of Silicon Labs and Texas Instruments disclaims
any obligation to update the information in this communication or to
announce publicly the results of any revisions to any of the
forward-looking statements to reflect future events or developments, except
as otherwise required by law. Readers are cautioned not to place undue
reliance on these forward-looking statements that speak only as of the date
hereof.






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