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HEWLETT-PACKARD TO ACQUIRE TI'S MULTIUSER COMPUTER SYSTEMS AND SERVICES BUSINESS; ACQUISITION WILL EXTEND PRESENCE IN COMMERCIAL UNIX MARKET

HEWLETT-PACKARD TO ACQUIRE TI'S MULTIUSER COMPUTER SYSTEMS AND SERVICES

BUSINESS; ACQUISITION WILL EXTEND PRESENCE IN COMMERCIAL UNIX MARKET
 DALLAS, June 23 /PRNewswire/ -- Texas Instruments Incorporated (TI) (NYSE: TXN) and Hewlett-Packard Company (NYSE: HWP) today said they have signed a letter of intent for HP to acquire TI's worldwide Computer Systems & Services business. The planned acquisition is expected to be completed this fall.
 Under the planned transaction, HP will acquire TI's family of commercial UNIX(TM)-based multiuser computers, known as the 1500 Computer Family, and will continue to sell and support these systems. The sale will not include other TI Information Technology Group businesses, such as notebook computers, printers, software productivity and distributed computing tools, telecommunications systems, enterprise systems, or process automation systems.
 Purchase terms were not disclosed; however, the transaction is not expected to have a material financial impact on either company.
 Following completion of the transaction, HP will continue to serve TI's current UNIX multiuser computer customers and will offer TI's systems as long as the market demands.
 Lewis E. Platt, HP executive vice president and head of the Computer Systems Organization, said: "This is the latest step in our strategy to aggressively expand our position in the commercial UNIX market. This acquisition will accelerate our momentum in the UNIX arena by giving us access to new markets through TI's extensive value-added reseller network." HP also will benefit by acquiring TI's successful services and support business, he added.
 John W. White, TI vice president and president of TI's Information Technology Group said: "The planned sale of TI's Computer Systems & Services business to a company of the stature and global presence of HP will ensure that our worldwide customer base will continue to be served with quality products and support. This move will give customers a solid path to Hewlett-Packard's advanced reduced-instruction-set computing and UNIX-based multiuser systems."
 The Computer Systems & Services business is part of TI's Information Technology Group. "The planned sale is consistent with TI's strategy in information technology to concentrate our investment and emphasis on software productivity tools, as well as on hardware where we have a sustainable competitive advantage," said White.
 TI traditionally has sold systems almost exclusively through the value-added reseller (VAR) channel, and its commitment and responsiveness to this channel consistently have earned high marks in industry surveys. TI's VARs are leaders in their particular vertical markets, especially automotive dealerships, services, health care, retail, and wholesale distribution.
 TI's Computer Systems & Services business includes activities in the United States, Europe, Middle East, Asia, Africa, Canada, and Latin America. In 1986, TI became one of the first companies in the world to offer multiuser UNIX-based computers. TI has shipped more than 125,000 multiuser computer systems to customers around the world.
 HP's PA-RISC has maintained an industry leadership position in RISC system revenues, achieving more than 25 percent market share in 1991, according to RISC Management Newsletter. The HP 9000 Series 800 family of business computers, which use the HP-UX(A) operating system, is the industry's leading commercial UNIX system. In 1991, HP's commercial UNIX business grew 51 percent, more than twice the average growth rate of other UNIX-system-based competitors.
 The two companies have created a team to ensure that TI's customers will continue to receive the same high level of service and support. To provide maximum continuity, HP plans to hire those TI employees it believes necessary to continue successful customer relationships.
 Overall, HP plans to employ approximately 450 of the employees in TI's worldwide Computer Systems & Services business, primarily employees currently in field and customer services functions. Additionally, some TI employees will be part of transition efforts that could continue for up to several years; others will have opportunities to apply for positions elsewhere inside TI, and some will be affected by a reduction in force. Details currently are being worked out and will be communicated to employees as those details become available.
 "Our intention is to ensure that the transition for TI's customers will be as smooth as possible," said Mr. White of TI. "We believe our customers will find HP a company with a corporate culture and values very similar to those of TI."
 As part of the planned transaction, HP will assume responsibility for providing service for all equipment previously supported by the TI Computer Systems & Services business. HP will perform all maintenance, troubleshooting and repairs of TI multiuser computers specified by customer support contracts. HP also will handle all related operating system software support, including installation and maintenance, for those TI customers.
 In addition, TI users will gain access to HP's network of customer response centers located in North America, Europe, Asia and South America.
 Completion of the sale is subject to the negotiation and signing of a definitive agreement and to the appropriate regulatory and corporate approvals.
 Background On TI's Unix Multiuser Computers
 TI has built a strong reputation in computer systems for quality, technical excellence and an ability to meet customer needs. As a result, TI is consistently ranked near the top in the VARBUSINESS annual report card ratings.
 TI's 1500 Computer Family, with models that support applications ranging from small workgroups to large enterprise-wide systems, runs an enhanced version of the industry-standard UNIX operating system. Users of TI's family of 1500 Computers can choose from products that support from two to more than 500 users.
 The 1500 Computers are marketed primarily through value-added resellers and distributors.
 NOTE: Hewlett-Packard Company is an international manufacturer of measurement and computation products and systems recognized for excellence in quality and support. The company's products and services are used in industry, business, engineering, science, medicine and education in approximately 100 countries. Hewlett-Packard has 90,000 employees and had revenue of $14.5 billion in its 1991 fiscal year.
 Texas Instruments Incorporated, headquartered in Dallas, is a high-


technology company with sales and manufacturing operations in more than 30 countries. TI develops, manufactures and markets semiconductors, defense electronic systems, software productivity tools, computer systems, electrical controls, metallurgical materials, and consumer electronics products. TI has more than 60,000 employees and had revenue of $6.8 billion in 1991.
 Footnotes:
 UNIX is a registered trademark of UNIX System Laboratories in the United States and other countries.
 PA-RISC stands for Precision-Architecture RISC and is HP's implementation of reduced-instruction-set computing.
 (A) -- HP-UX is based on and is compatible with USL's UNIX operating system. It also complies with X/Open's XPG3, POSIX 1003.1, FIPS 151-1 and SVID2 interface specifications.
 X/Open is a trademark of X/Open Company Limited in the U.K. and other countries.
 -0- 6/23/92
 /CONTACT: Andrew Ould of Hewlett-Packard Company, 415-857-2367; or Terri West of Texas Instruments, 214-995-3481/
 (TXN HWP) CO: Texas Instruments Incorporated; Hewlett-Packard Company ST: Texas, California IN: CPR SU:


TS -- NY014 -- 2746 06/23/92 10:07 EDT
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No portion of this article can be reproduced without the express written permission from the copyright holder.
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