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Motorola to Acquire Terayon Communication Systems


SCHAUMBURG, Ill. and SANTA CLARA, Calif., April 23: Motorola, Inc. (NYSE:MOT) and Terayon Communication Systems, Inc. (Pink Sheets: TERN.PK) today announced that the two companies have signed a definitive merger agreement, under which Motorola will acquire all of the outstanding shares of Terayon's common stock for $1.80 per share in cash. The transaction will have a total equity value of approximately $140 million on a fully-diluted basis.

Terayon is dedicated to creating video processing solutions that optimize bandwidth and enable content to be delivered based upon the regional and local interest of viewers. This can accelerate a service provider's ability to evolve and capitalize on new business opportunities.

The integration of Terayon and its software-driven application solutions will enhance 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.

"Operators around the world are looking for a digital video core that will maximize bandwidth and enable the delivery of revenue-generating services," said Dan Moloney, President, Motorola Connected Home Solutions. "The acquisition of Terayon will enhance Motorola's end-to-end portfolio for the delivery of next-generation services such as targeted advertising and program insertion solutions."

"Through this proposed merger with Motorola, Terayon will be able to expand its reach and integrate our technology into a diverse set of video platforms," said Jerry Chase, CEO, Terayon Communication Systems. "Our customers can expect to experience the benefits of a more fully integrated video platform from an acknowledged industry leader."

Upon completion of the transaction, Terayon will become a wholly-owned subsidiary of Motorola and will be integrated into the Motorola Connected Home Solutions business. Motorola intends to maintain Terayon's operations in Santa Clara, CA.

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 transaction is subject to customary closing conditions, including regulatory approvals and the approval of Terayon's stockholders, and is expected to be completed in the second or third quarter of 2007.

About Terayon

Terayon Communication Systems, Inc. (Pink Sheets: TERN.PK) provides real- time digital video networking applications to cable, satellite and telecommunication service providers worldwide, which have deployed more than 7,800 Terayon CherryPicker(TM) and related digital video system components to localize services and advertising on-demand and brand their programming, insert millions of digital ads, offer HDTV and other digital video services. Terayon maintains its headquarters in Santa Clara, CA, has sales and support offices worldwide and is on the web at http://www.terayon.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 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/.

Source: Motorola, Inc.

CONTACT: Jennifer Erickson Motorola, Inc., +1-847-435-5320, Jennifer.Erickson@motorola.com; Paul Schneider PSPR, Inc.,
+1-215-702-9784, pspr@att.net, Terayon Communication Systems, Inc.;
investors, Kirsten Chapman Moriah Shilton, mshilton@lhai.com, both of Lippert-Heilshorn & Associates, Terayon Communication Systems, Inc., +1-
415-433-3777
Web site: www.motorola.com/
http://www.terayon.com/

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