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WirelessDevNet.com Press Release
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
http://www.Motorola.com.
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