Silicon Labs' $9.06 spread to Texas Instruments now hinges on Beijing

Texas Instruments owes $231 a share for Silicon Labs and the tape says $221.94. The US antitrust review expired in May; the open file sits in Beijing, where, as of June 11 per the reporting, the regulator had yet to formally accept the merger filing, and a September 10 report of a phase 2 review remains unconfirmed.

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Vincent JiangVincent Jiang · 3 min read
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Silicon Labs booth signage at the Embedded World trade show
1 / 6Slide 1 of 6
Silicon Labs' booth at Embedded World, 2014. The IoT chipmaker agreed in February to sell to Texas Instruments for $231 a share; the deal's remaining regulatory file sits with China's market regulator.

Silicon Labs closed October 7 at $221.94 4. Texas Instruments'−0.03% — Texas Instruments, down 0.03 percent today contract says $231.00 a share in cash 1. The $9.06 between them is what arbitrage desks are being paid to wait out a deal whose American antitrust review is already finished 3.

The $9.06 spread is the whole trade

TI agreed on February 4, 2026, to pay $231.00 a share, about $7.5 billion enterprise value, funded from cash and debt with no financing contingency, and expects to close in the first half of 2027 1. The stock's all-time high, $222.51 on October 1, sits below the offer 10. At $221.94 the gap pays 3.9% measured against the $231 offer, 4.1% measured against the close, for a wait TI caps at mid-2027: roughly 5% annualized if it runs to the end of June 14.

The snag is not where the coverage points

The fresh snag reporting tells readers to watch the US Hart-Scott-Rodino review and Brussels 7. Silicon Labs' own filing says the US waiting period expired at 11:59 p.m. Eastern on May 22, with other approvals still outstanding 3. The open file sits in Beijing: as of June 11, China's market regulator had not formally accepted the merger filing 5. A September 10 report that neither company answered said the regulator was readying a phase 2 review after canvassing industry remarks, with one Chinese company complaining about higher prices and bundling 6.

What a break costs, per the contract

The offer was a 68% premium, which puts the pre-deal price near $137, about where the shares traded the day before the offer 75. The agreement prices the tail: TI owes Silicon Labs $499 million if the deal dies on regulatory grounds, on an outside date of February 4, 2027, that extends to August 2027 and then February 2028 2. Eight analysts average a $222.86 target with a high of exactly $231 4. The street prices the offer as the ceiling.

A $9 band at the top of the trade, a $137 break case under it

  • Estimate
$0$50$100$150$200$250Pre-deal close, ~$137$137the break caseClose, October 7, 2026$221.94Analyst average target$222.86TI cash offer$231
Data
Value
Pre-deal close, ~$137 (estimate)$137
Close, October 7, 2026$221.94
Analyst average target (estimate)$222.86
TI cash offer$231
Per share, USD. Pre-deal level reported near $137 before announcement; close and consensus as of October 7, 2026.1,4,5,7

The standalone floor grows and still bleeds

Second-quarter revenue was $228.19 million, up 18.3%, against a $10.7 million GAAP operating loss, and guidance is suspended pending the deal 4. Trailing revenue runs at $855.9 million, up 21.7%, at a 60.6% gross margin and an operating loss equal to 5.1% of sales 8. The one new piece of evidence on the standalone case shipped the day of that close: a public beta of the Simplicity AI SDK, which lets GitHub Copilot, Cursor and Codex configure, build and flash Bluetooth LE projects, with a Hardware Intent agent alpha due January 2027 9.

Six straight quarterly increases, and the operating line never crossed zero

  • Revenue
  • Operating income
-$100M$0M$100M$200M$300MQ2 '24Q4 '24Q2 '25Q4 '25Q2 '26$228.19M
Data
RevenueOperating income
Q1 '24$106.38M-$59.13M
Q2 '24$145.37M-$48.02M
Q3 '24$166.4M-$29.71M
Q4 '24$166.25M-$28.63M
Q1 '25$177.71M-$32.08M
Q2 '25$192.85M-$22.87M
Q3 '25$206M-$12.34M
Q4 '25$208.21M-$3.25M
Q1 '26$213.5M-$17.08M
Q2 '26$228.19M-$10.67M
Quarterly, USD millions, as reported in Silicon Labs SEC filings; fiscal quarters.11

The deal probably closes, and that is the point

The buyer is committed, with no financing out 1, walking costs $499 million 2, and TI projects about $450 million of annual synergies within three years of close 1. China has conditioned semiconductor deals more often than it has vetoed them 5.

Three dates decide the wait

Watch for any sign that Beijing has accepted the filing, which should pull the spread toward a couple of dollars 5. Then the November 3 Q3 print, the first since guidance was suspended 4, and the January alpha 9. The market is paying 3.9% to learn whether China's silence is procedure or leverage.

Deepdive

AI-generated from this story and its cited sources. Not investment advice.

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