Motorola To Extend Portfolio Of Voice And Data Solutions For The Connected Home Through Acquisition Of Netopia, Inc.
SCHAUMBURG, Ill. and EMERYVILLE, Calif., Nov. 14 /PRNewswire-FirstCall/ --
Motorola, Inc. (NYSE: MOT) and Netopia, Inc. (Nasdaq: NTPA) announced today
that the two companies have signed a definitive merger agreement, under which
Motorola will acquire all of the outstanding shares of Netopia common stock
for $7.00 per share in cash. The transaction has a total equity value of
approximately $208 million on a fully-diluted basis. As of September 30, 2006,
Netopia had approximately $28 million of net cash.
Netopia is a leader in providing carrier-class broadband customer premise
equipment (CPE), remote management software, and broadband services to telecom
operators worldwide. The company provides a full portfolio of products
designed for DSL networks, including wired and wireless modems, routers, and
gateways. The company's products deliver voice, video, data, and other
advanced services to residential and business customers.
"Motorola and Netopia share a common vision of the connected home as the
hub for seamless mobility. This acquisition advances our vision by
strengthening the Connected Home Solutions business position as a leading
supplier of technology and services to telecom providers worldwide," said Dan
Moloney, President, Motorola Connected Home Solutions. "We look forward to
adding the great people, technology and telecom marketing expertise of Netopia
to the Motorola Connected Home Solutions team."
"This transaction represents an outstanding opportunity for us to deliver
significant value to the stockholders, employees, customers, and strategic
partners of Netopia," said Alan Lefkof, President and CEO of Netopia, Inc. "We
are confident that combining Netopia's expertise in telecom CPE products with
Motorola's proven track record of delivering connected home solutions to
broadband providers worldwide will create exciting future growth opportunities
for both companies. My team is committed to working closely with Motorola to
ensure a rapid and seamless transition."
The acquisition enables Motorola to further address the global broadband
DSL opportunity. Netopia's carrier-class portfolio of products and
technologies extends Motorola's current solutions for the emerging IPTV
opportunity. As a combined product portfolio, Motorola will now offer a full
suite of home CPE for copper-based telecom networks -- including home media
hubs, voice gateways, and IP set-tops. This will complement the leading video,
voice, and data portfolio Motorola already provides for HFC and optical
network operators worldwide.
Further, Netopia's software solutions add unique service and device
management capabilities to Motorola. This proven platform provides for the
centralized management of IP-based gateways, modems, and voice-over-IP
equipment.
Upon completion of the transaction, Netopia will become a wholly-owned
subsidiary of Motorola and will be integrated into Motorola's Connected Home
Solutions business. Motorola intends to maintain Netopia's Emeryville, CA,
headquarters, which will serve as the new headquarters of Motorola's global
voice and data CPE business. Alan Lefkof will join Motorola, reporting
directly to Dan Moloney.
The transaction is expected to be neutral to Motorola's earnings per share
in the first year following closing, excluding certain non-cash charges
relating to amortization associated with acquired intangibles and other
one-time accounting and transaction-related costs. The acquisition is subject
to customary closing conditions, including regulatory approval and the
approval of Netopia stockholders, and is expected to be completed in early
2007.
About Netopia
Netopia, Inc. delivers broadband service assurance solutions through
high-performance broadband customer premises equipment and carrier-class
remote device management and support software. Netopia's broadband gateways
feature advanced technology, high reliability, and remote manageability to
assure delivery of triple-play and IPTV services. Netopia's service assurance
software platforms empower carriers, service providers, and enterprises with
remote device management, centralized support, and value-added services to
speed deployment of innovative new broadband applications across home and
business networks. Netopia has established strategic distribution
relationships with leading carriers and broadband service providers, including
AT&T, BellSouth, Covad Communications, eircom and Swisscom.
Headquartered in Emeryville, CA, Netopia's common stock is listed on the
NASDAQ Capital Market under the symbol "NTPA". Further information about
Netopia can be obtained via phone at (510) 420-7400, fax at (510) 420-7601, or
on the Web at www.Netopia.com.
About Motorola
Motorola is known around the world for innovation and leadership in
wireless and broadband communications. Inspired by our vision of Seamless
Mobility, the people of Motorola are committed to helping you get and stay
connected simply and seamlessly to the people, information, and entertainment
that you want and need. We do this by designing and delivering "must have"
products, "must do" experiences and powerful networks -- along with a full
complement of support services. A Fortune 100 company with global presence and
impact, Motorola had sales of US $35.3 billion in 2005. For more information
about our company, our people and our innovations, please visit
http://www.Motorola.com.
Forward-Looking Statements
Certain statements contained in this press release, including the expected
timetable for completing the proposed transaction between Motorola and
Netopia, future financial and operating results, benefits and synergies of the
transaction, future opportunities for the combined company and products, any
other statements regarding Motorola's or Netopia's future expectations,
beliefs, goals or prospects, the near-term impact of the acquisition on
Motorola's earnings per share, and any statements that are not statements of
historical facts might be considered forward-looking statements. While these
forward-looking statements represent managements' current judgment of future
events, they are subject to risks and uncertainties that could cause actual
results to differ materially from those stated in the forward-looking
statements. Important factors that could cause actual results or events to
differ materially from those indicated by such forward-looking statements,
include: (i) the parties' ability to consummate the transaction; (ii) the
conditions to the completion of the transaction may not be satisfied, or the
regulatory approvals required for the transaction may not be obtained on the
terms expected or on the anticipated schedule; (iii) the parties' ability to
meet expectations regarding the timing, completion and accounting and tax
treatments of the transaction; (iv) the possibility that the parties may be
unable to achieve expected synergies and operating efficiencies within the
expected time-frames or at all; (v) Motorola's ability to successfully
integrate Netopia's operations into those of Motorola and the possibility that
such integration may be more difficult, time-consuming or costly than
expected; (vi) revenues following the transaction may be lower than expected;
(vii) operating costs, customer loss and business disruption (including,
without limitation, difficulties in maintaining relationships with employees,
customers, clients or suppliers) may be greater than expected following the
transaction; (viii) the retention of certain key employees at Netopia; (ix)
the inability to protect either party's intellectual property rights may
weaken its competitive position; (x) certain software is licensed from third
parties who require, among other things, the payment of royalties, which could
affect the development and enhancement of either party's products; (xi) third
parties may claim that either party's products infringe their intellectual
property rights; and (xii) the other factors described in Motorola's Annual
Report on Form 10-K for the year ended December 31, 2005 and its subsequent
reports filed with the SEC, and Netopia's Annual Report on Form 10-K for the
year ended September 30, 2005 and its subsequent reports filed with the SEC.
Motorola and Netopia assume no obligation to update or revise any forward-
looking statement in this press release, and such forward-looking statements
speak only as of the date hereof.
Additional Information and Where to Find It
In connection with the proposed acquisition and required stockholder
approval, Netopia will file with the SEC a preliminary proxy statement and a
definitive proxy statement. The definitive proxy statement will be mailed to
the stockholders of Netopia. Netopia's stockholders are urged to read the
proxy statement and other relevant materials when they become available
because they will contain important information about the acquisition and
Netopia. Investors and security holders may obtain free copies of these
documents (when they are available) and other documents filed with the SEC at
the SEC's web site at www.sec.gov. In addition, investors and security
holders may also obtain free copies of the documents filed by Netopia with the
SEC by going to Netopia's Investor Relations page on its corporate web site at
http://www.Netopia.com.
Netopia and its officers and directors may be deemed to be participants in
the solicitation of proxies from Netopia's stockholders with respect to the
proposed acquisition. Information about Netopia's executive officers and
directors and their ownership of Netopia common stock is set forth in the
proxy statement for Netopia's 2006 Annual Meeting of Stockholders, which was
filed with the SEC on December 23, 2005. Investors and security holders may
obtain more detailed information regarding the direct and indirect interests
of Netopia and its respective executive officers and directors in the
acquisition by reading the preliminary and definitive proxy statements
regarding the acquisition, which will be filed with the SEC.
In addition, Motorola and its officers and directors may be deemed to be
participants in the solicitation of proxies from Netopia's stockholders in
favor of the approval of the proposed acquisition. Information concerning
Motorola's directors and executive officers is set forth in Motorola's proxy
statement for its 2006 Annual Meeting of Stockholders, which was filed with
the SEC on March 10, 2006. This document is available free of charge at the
SEC's web site at www.sec.gov or by going to Motorola's Investor Relations
page on its corporate web site at www.motorola.com.
MOTOROLA and the Stylized M Logo are registered in the US Patent &
Trademark Office. All other product or service names are the property of
their respective owners.
