Motorola Completes Acquisition of Terayon Communication Systems
Transaction strengthens Motorola's capabilities in the delivery of an
end-to-end next generation digital video solution
SCHAUMBURG, Ill., July 20 /PRNewswire-FirstCall/ -- Motorola, Inc.
(NYSE: MOT) announced today that it has completed its acquisition of Terayon
Communication Systems, Inc. (Pink Sheets: TERN). Motorola acquired all of the
outstanding shares of Terayon's common stock for $1.80 per share in cash. The
transaction has a total equity value of approximately $140 million on a
fully-diluted basis.
The acquisition of Terayon and its software-driven application solutions
enhances Motorola's video infrastructure and seamless mobility core by
providing Motorola with industry-recognized video processing solutions that
enable digital ad insertion, motion and graphical overlays, channel branding
and channel line-up solutions as well as cutting-edge ad insertion delivery
technologies. These solutions will enable Motorola's customers to optimize
bandwidth and deliver content based upon the regional and local interest of
viewers, accelerating the service provider's ability to evolve and capitalize
on new business opportunities.
The two companies previously announced the signing of a definitive merger
agreement on April 23, 2007. The transaction was approved by the stockholders
of Terayon on June 28, 2007. With the completion of the transaction,
quotation of Terayon common stock on the Pink Sheets will cease. Terayon now
becomes a wholly-owned subsidiary of Motorola and is being integrated into the
Motorola Home & Network Mobility business. Motorola will maintain Terayon's
operations in Santa Clara, CA.
The transaction is expected to be neutral to Motorola's earnings per share
in 2007, excluding certain non-cash charges relating to amortization
associated with acquired intangibles and other one-time accounting and
transaction-related costs.
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 connect 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 $42.9 billion in 2006. For more information about our company,
our people and our innovations, please visit www.Motorola.com.
Forward Looking Statements
Certain statements contained in this press release, including 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 Terayon Communication Systems' future
expectations, forecasts, projections, estimates, beliefs, goals or prospects,
the near-term impact of the transaction 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 management's current judgment of future events, they are subject to
risks and uncertainties that could cause actual results to differ materially
from those stated or implied in any forward-looking statements. Important
factors that could cause actual results or events to differ materially from
those indicated by such forward-looking statements include, without
limitation, the following: (i) the parties' ability to meet expectations
regarding the accounting and tax treatment of the transaction; (ii) the
possibility that the parties may be unable to achieve expected synergies and
operating efficiencies within the expected timeframe or at all; (iii)
Motorola's ability to successfully integrate Terayon Communication Systems
operations and technology into those of Motorola and the possibility that such
integration may be more difficult, time-consuming or costly than expected;
(iv) revenues following the transaction may be lower than expected; (v)
unexpected costs or liabilities resulting from the transaction; and (vi) the
other factors described in Motorola's Annual Report on Form 10-K for the year
ended December 31, 2006 and its subsequent reports filed with the SEC, and
Terayon Communication Systems' Annual Report on Form 10-K for the year ended
December 31, 2006 and its subsequent reports filed with the SEC. Readers are
strongly urged to read the full cautionary statements contained in these
materials. Motorola assumes 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.
MOTOROLA and the Stylized M Logo are registered in the US Patent and
Trademark Office. Terayon and the Terayon logo are registered trademarks of
Terayon Communication Systems, Inc. All other product or service names are
the property of their respective owners. (C) Motorola, Inc. 2007
