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Unitrode Stockholders Approve Merger and Elect Elder a Director

29 July 1998

Unitrode Stockholders Approve Merger and Elect Elder a Director; Peter Brooke Retires After 36 Years as Director; Benchmarq Stockholders Also Approve Merger

    MERRIMACK, N.H.--July 29, 1998--Unitrode Corporation , a manufacturer of analog/linear and mixed-signal integrated circuits, announced that, at its Annual Meeting held today at its Merrimack, NH, headquarters, stockholders approved the issuance of up to 8.6 million shares in connection with the previously announced merger with BENCHMARQ Microelectronics, Inc. and elected William W.R. Elder a director. Also, at today's meeting, Robert Gable, Chairman of the Board, was re-elected as a director with a term expiring in 2001; Robert J. Richardson, President and Chief Executive Officer, was elected to fill a term as director, expiring in 2000. The merger is expected to close on August 3, 1998. Under the terms of the agreement, Benchmarq shareholders will receive one share of Unitrode common stock for each share of Benchmarq common stock held as of the closing. At the meeting, stockholders also ratified an increase of one million shares available for grant under Unitrode's stock option plan.
    BENCHMARQ Microelectronics, Inc. (BMRQ:NASDAQ) announced that at its Special Meeting of Stockholders held today, stockholders approved the merger between the two companies.
    Dr. Elder is a founder and Chairman of Genus, Inc., a manufacturer of semiconductor equipment. He replaces Peter A. Brooke, Chairman of the Board of Advent International Corporation, who chose not to stand for re-election. Mr. Brooke has served as a Unitrode director since 1962, two years after the Company's founding.
    Commenting on the service of Peter Brooke and the appointment of Dr. Elder, in a joint statement, Gable and Richardson said, "On behalf of stockholders and employees, we offer our sincere appreciation to Peter Brooke for his tremendous contribution to Unitrode over thirty-six years. Mr. Brooke, an internationally renowned business leader and venture capitalist, is the longest-serving member of the board in Unitrode's history. Much of the Company's long-term success is due to his vision and guidance."
    They added, "With great confidence and enthusiasm Unitrode welcomes Dr. William Elder to the Board of Directors. Dr. Elder brings us his experience and insight as a technical innovator and founder of a company which has pioneered fabrication techniques which have advanced the art of silicon chip manufacture."
    Unitrode designs and manufactures analog/linear integrated circuits, principally to perform power management, portable power, motion control, and interface functions. Its products are sold throughout the world for a variety of computer, tele- and data- communications, defense/aerospace, industrial, and automotive applications. Further information about Unitrode may be found at the Company's homepage site: http://www.unitrode.com.