Case No COMP/M.4131 - BAIN / TEXAS INSTRUMENTS

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REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 17/03/2006

In electronic form on the EUR-Lex website under document number 32006M4131

Office for Official Publications of the European Communities L-2985 Luxembourg

COMMISSION OF THE EUROPEAN COMMUNITIES

Brussels, 17.03.2006

SG-Greffe(2006) D/201148

PUBLIC VERSION

MERGER PROCEDURE ARTICLE 6(1)(b) DECISION

SIMPLIFIED PROCEDURE

To the notifying party:

Dear Madam(s) and/or Sir(s),

Subject: Case No. COMP/M.4131 - Bain Capital /Texas Instruments Notification of 20.02.2006 pursuant to Article 4 of Council Regulation (EC) No. 139/2004 Publication in the Official Journal of the European Union No. C 47 of 25.02.2006 page 26 ó Candidate case for simplified procedure

1.On 20.02.2006, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 by which Bain Capital Investors, LLC (ìBainî,USA) acquires, within the meaning of Article 3(1) (b) of the Council Regulation, sole control over the sensors and controls businesses of Texas Instruments Inc. (USA) by way of purchase of shares and assets.

The business activities of the undertakings concerned are:

-- for Bain: private equity investment.

-- for sensors and controls businesses of Texas Instruments Inc.: sensors and controls.

1OJ L 24, 29.1.2004 p. 1

Commission europÈenne, B-1049 Bruxelles / Europese Commissie, B-1049 Brussel - Belgium. Telephone: (32-2) 299 11 11.

2.After examination of the notification, the Commission has concluded that the notified operation falls within the scope of Council Regulation (EC) No. 139/2004 and of paragraph 5, subparagraph b) of the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No. 139/2004.

3.For the reasons set out in the Notice on a simplified procedure, the Commission has decided not to oppose the notified operation and to declare it compatible with the common market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of Council Regulation (EC) No. 139/2004.

For the Commission (signed) Neelie KROES Member of the Commission

2OJ C 56, 05.3.2005 p.32

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