Condat's management board and supervisory board found the offer of €0.12 per share to be "fair and appropriate" and will recommend that shareholders accept the deal, Condat said in a statement. The founding shareholders of the company have already agreed to sell their shares totaling 56.2%of Condat to Texas Instruments.
Dallas-based Texas Instruments has owned a 10.9% stake in Condat since March 2000.
The acquisition of Condat will allow Texas to provide a complete GSM/GPRS chipset product to its customers, the company said.
As part of the agreement, which is still subject to standard regulatory approval as well as shareholder approval, Texas Instruments will take over Condat's wireless communications solutions business, which specialises in wireless protocol stack software. Condat's product line includes protocol stacks for devices using GSM, GPRS, Universal Mobile Telecommunications System (UMTS) and Enhanced Data Rates for Global Evolution (EDGE) technologies, according to the company's Web site.
Texas Instruments plans to integrate Condat's software into its Open Multimedia Applications Platform (OMAP) processors for 2.5G and 3G mobile phones and mobile Internet appliances.
Texas Instruments' OMAP processors are being used in the Microsoft Windows-powered Smartphone 2002 device phones which are designed and manufactured by High Tech Computer, specifically the upcoming XDA from mobile-phone operator mmO2, and the GSM carrier-branded US versions of the Pocket PC 2002 Phone Edition.
The portion of Condat covering enterprise software applications, systems integration, wireless applications and wireless testing solutions will become Condat Informationssysteme, and will be run by the founding shareholders of Condat, the company said.
Half of Condat's 380 employees will move to Texas Instruments if the takeover is approved. Condat has offices in the German cities of Berlin, Munich, Aachen and Hamburg, as well as research and development centres in Aalborg, Denmark, and Edinburgh, Scotland, and a customer support centre in Taipei, it said. Texas will take over the wireless software centres in Berlin and Edinburgh and will integrate the Aalborg centre with its existing Danish facility. This will give the company a total of eight research and development centres worldwide.
Texas Instruments and Condat Informationssysteme will continue their strategic partnership, first begun in 1997, Condat said. Texas will provide the new company with a development licence for its protocol stack software that will be used in Condat Informationssysteme's wireless test systems business. Condat Informationssysteme will also partner with Texas on the continuing development the OMAP processors, the company said.
Of the 32.9% stake in Condat that remains outstanding, Texas Instruments must obtain at least 95% of those shares in order for the deal to be finalised, Condat said.