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No Offer or Solicitation
This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offe r 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 q ualification 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 ot herwise 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, and Rule 175 promulgated thereunder, and 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’ (“Texas Instruments”) or Silicon Labs’ (“Silicon Labs”) plans, objectives, expectatio ns, 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,” “t arget,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,”
“forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “ass ume,” “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, includ ing 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, i ncluding, without limitation: (1) risks related to the consummation of the
proposed transaction, including the risks that (a) the proposed transaction may not be consummated within the anticipated tim e period, or at all, (b) the parties may fail to obtain Silicon Labs stockholder
approval of the merger agreement, (c) the parties may fail to secure the termination or expiration of any waiting period appl icable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
or obtain other required governmental and regulatory approvals, and (d) other conditions to the consummation of the proposed transaction under the merger agreement may not be satisfied; (2) the effects that
any termination of the merger agreement may have on Texas Instruments or Silicon Labs or their respective businesses, including the risks that Texas Instruments’ or Silicon Labs’ stock price may decline
significantly if the proposed transaction is not completed; (3) the effects that the announcement or pendency of the proposed transaction may have on Texas Instruments or Silicon Labs and their respective
businesses, including the risks that as a result (a) Texas Instruments’ or Silicon Labs’ business, operating results or stock price may suffer, (b) Texas Instruments’ or Silicon Labs’ current plans and operations
may be disrupted, (c) Texas Instruments’ or Silicon Labs’ ability to retain or recruit key employees may be adversely affecte d, (d) Texas Instruments’ or Silicon Labs’ business relationships (including, customers
and suppliers) may be adversely affected, or (e) Texas Instruments’ or Silicon Labs’ management’s or employees’ attention may be diverted from other important matters; (4) the effect of limitations that the
merger agreement places on Silicon Labs’ ability to operate its business, return capital to stockholders or engage in alterna tive transactions; (5) 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 Silico n Labs and others; (6) the risk that the proposed transaction and related
transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulator y, and/or tax factors, including the impact of the current global memory chip
shortage; and (8) other factors described in the reports of (a) Texas Instruments filed with the SEC, including but not limit ed 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 and (b) 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 o r updated from time to time in other filings with the SEC. All forward-looking
statements attributable to Texas Instruments or Silicon Labs, or persons acting on Texas Instruments’ or Silicon Labs’ behalf , are expressly qualified in their entirety by this cautionary statement. Further, each
of Texas Instruments and Silicon Labs 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.
