Motorola to Expand Enterprise Capabilities Through Acquisition of Symbol Technologies


SCHAUMBURG, Ill. and HOLTSVILLE, N.Y., Sept. 19 /PRNewswire-FirstCall/ --
Motorola, Inc. (NYSE: MOT) and Symbol Technologies, Inc. (NYSE: SBL) announced
today that the two companies have signed a definitive merger agreement, under
which Motorola has agreed to acquire all of the outstanding shares of Symbol
for $15 per share in cash. The transaction has a total equity value of
approximately $3.9 billion on a fully-diluted basis. As of June 30, 2006,
Symbol had approximately $200 million of net cash.

Symbol is a leader in designing, developing, manufacturing and servicing
products and systems used in end-to-end enterprise mobility solutions
featuring rugged mobile computing, advanced data capture, radio frequency
identification (RFID), wireless infrastructure and mobility management. The
company's products and services help customers increase workforce
productivity, improve customer service and enhance operational efficiencies by
delivering information in real-time, as people, information and assets are
on-the-move. Symbol is recognized as an industry leader in technology
innovation, with a world-class product portfolio and valuable intellectual
property. In addition, Symbol has a strong partner network and possesses deep
domain knowledge and expertise in key verticals including retail, travel and
transportation, manufacturing, wholesale distribution and healthcare.

"Everything is going digital, and everything digital is going mobile --
this is especially evident in the way businesses are run today. Motorola and
Symbol share the same vision of a digital, mobile world for enterprises that
matches the world people enjoy at home and at play," said Motorola Chairman
and CEO, Ed Zander. "This transaction significantly advances Motorola's
enterprise mobility strategy and is consistent with our focus on building on
our already strong intellectual property portfolio and extending Motorola's
seamless mobility leadership. We are confident that this transaction will
create significant value for stockholders by establishing a strong presence
for Motorola in attractive adjacencies with enormous potential for sustained
growth."

"We believe this is an outstanding transaction for our stockholders,
associates, customers and partners," said Sal Iannuzzi, President and CEO of
Symbol Technologies. "Motorola is at the forefront of mobile communications
and enterprise solutions technology, making it the ideal partner for Symbol.
This combination meets our goal of delivering value to our stockholders while
creating exciting future growth opportunities for Symbol's associates and
partners, and enhanced products and services for our customers. We look
forward to working with the Motorola team to ensure a rapid and seamless
transition."

"Motorola and Symbol share a common vision of providing enterprise
mobility solutions. Symbol's world-class product platform complements
Motorola's vision of seamless mobility and will be the core of Motorola's
enterprise group," said Greg Brown, president of Motorola's Networks and
Enterprise business. "By combining our adjacent assets, expertise, customer
and supplier bases and industry-leading products, we will together be a
leading player in enterprise mobility. We can also deliver significant value
to both our customers and stockholders."

The acquisition of Symbol complements Motorola's vision to deliver
seamless mobility solutions to the globe. Motorola's Networks and Enterprise
business has more than 65 years of experience in meeting the mission-critical
requirements of public safety, government and enterprise customers worldwide.
This acquisition strengthens Motorola's breadth of product solutions and
introduces an extensive array of experienced channel partners to provide our
seamless mobility experience to the enterprise.

Upon completion of the transaction, Symbol will become a wholly owned
subsidiary of Motorola and will be the cornerstone of Motorola's Networks and
Enterprise business. Motorola intends to maintain Symbol's Holtsville, N.Y.
headquarters, which will be the core of Motorola's global enterprise mobility
business and serve as a center of excellence.

The transaction is expected to be accretive 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 regulatory approval and the approval of Symbol's stockholders, and
is expected to be completed in late 2006 or early 2007.

The acquisition of Symbol will not affect the pace of Motorola's share
repurchase activity.

Conference Call and Webcast Information

Motorola and Symbol will host a joint conference call at 8:30 a.m. Eastern
Time on Tuesday, September 19, 2006. To participate in the conference call,
please dial 888-802-8574 (U.S.) or 973-628-6885 (international), reference
conference ID number 7887522. There will also be a live Webcast of the
conference call on both companies' Web sites at www.motorola.com and
www.symbol.com. The Webcast will be archived on both companies' Web sites
through October 2, 2006.

About Symbol Technologies

Symbol Technologies, Inc., The Enterprise Mobility Company(TM), is a
recognized worldwide leader in enterprise mobility, delivering products and
solutions that capture, move and manage information in real time to and from
the point of business activity. Symbol Technologies enterprise mobility
solutions integrate advanced data capture products, radio frequency
identification technology, mobile computing platforms, wireless
infrastructure, mobility software and world-class services programs. Symbol
Technologies enterprise mobility products and solutions are proven to increase
workforce productivity, reduce operating costs, drive operational efficiencies
and realize competitive advantages for the world's leading companies. More
information is available at www.symbol.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 Symbol
Technologies, 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 Symbol Technologies'
future expectations, beliefs, goals or prospects, 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 Symbol Technologies' 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
Symbol Technologies; (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 most recent quarterly report filed with the SEC, and Symbol
Technologies' Annual Report on Form 10-K for the year ended December 31, 2005
and its most recent quarterly report filed with the SEC. Motorola and Symbol
Technologies 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, Symbol Technologies 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 Symbol Technologies. Symbol
Technologies' 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 Symbol Technologies.
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 Symbol Technologies with the SEC
by going to Symbol Technologies' Investor Relations page on its corporate web
site at www.symbol.com.

Symbol Technologies and its officers and directors may be deemed to be
participants in the solicitation of proxies from Symbol Technologies'
stockholders with respect to the proposed acquisition. Information about
Symbol Technologies' executive officers and directors and their ownership of
Symbol Technologies common stock is set forth in the proxy statement for
Symbol Technologies' 2006 Annual Meeting of Stockholders, which was filed with
the SEC on March 28, 2006. Investors and security holders may obtain more
detailed information regarding the direct and indirect interests of Symbol
Technologies 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 have
participated in the solicitation of proxies from Symbol Technologies'
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.

SOURCE Motorola, Inc.; Symbol Technologies, Inc.

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