Motorola to Acquire TTP Communications for ₤0.45 Per Share in Cash
Motorola Acquiring World-Class Software Platform (AJAR) for Low- and Mid-Tier Mobile Devices
TTP Communications Brings Valuable Silicon IP and Phone Stack Businesses; Complementary Product Development Capabilities and Personnel
SCHAUMBURG, Ill., 1 June 2006 -- Motorola, Inc. (NYSE:MOT) today announced that it has reached agreement on the terms of a cash offer for the acquisition of TTP Communications plc (LSE: TTC) (“TTPCom”). Under the terms of the offer Motorola, through a wholly-owned subsidiary, will acquire TTPCom for ₤0.45 per share in cash. TTPCom’s Directors intend to unanimously recommend that TTPCom shareholders accept the offer.
The offer values the entire existing issued and to be issued share capital of TTPCom, at ₤103 million, assuming the exercise of all outstanding options which carry an exercise price of less than ₤0.45 per share. The transaction is subject to regulatory and other customary conditions.
TTPCom, based in Cambridge, England, is focused on the three core areas of mobile phone technology - applications, protocols, and silicon. The TTPCom business was founded in 1988 and has approximately 575 employees.
“TTPCom is a leader in wireless software platforms, protocol stacks and semiconductor solutions and is a highly complementary addition to Motorola’s technology portfolio,” said Ron Garriques, President, Motorola’s Mobile Devices business. "We already have a strong relationship with TTPCom and look forward to continuing momentum TTPCom has built with its customers and partners across the mobile industry. We welcome the employees of TTPCom to Motorola and look forward to a quick and seamless integration upon closing.”
Dr. Tony Milbourn, Chief Executive Officer of TTPCom, will continue to lead TTPCom’s engineering, product development, product support and product management. TTPCom will remain headquartered in Cambridge, England under the direction of Rob Shaddock, Chief Technology Officer of Motorola’s Mobile Devices Group.
“This is an outstanding transaction for our company and we look forward to taking our solutions to the next level as part of Motorola,” said Dr. Milbourn. “Motorola is a global leader in mobile devices, making it the ideal partner for TTPCom. This combination creates exciting future growth opportunities for TTPCom, our customers and our employees and we look forward to joining the Motorola team.”
Motorola noted that it has received irrevocable undertakings to accept the offer with respect to a total of 62,228,592 TTPCom shares, representing, in aggregate, approximately 27.61% of TTPCom’s existing share capital.
Recommended Offer for TTP COM
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 $36.8 billion in 2005. For more information about our company, our people and our innovations, please visit http://www.motorola.com.
About TTP Communications plc
Based in Cambridge, UK, TTP Communications plc (LSE: TTC) is a holding company that has investments in three organisations involved in different areas of mobile communications technology:
TTPCom Limited (www.ttpcom.com), its primary operating subsidiary, develops intellectual property used in the design and manufacture of wireless communication terminals and its licensees include leading semiconductor and terminal manufacturers worldwide. TTPCom has established a world leading position with its GPRS, EDGE and 3G protocol stack software, offers rapid customization of handsets through its AJAR applications framework, and develops both radio and baseband cellular software engines through its Macro products. More than 150 million devices using TTPCom technology have been shipped worldwide.
ip.access designs and manufactures GSM and GPRS infrastructure solutions that integrate with IP-based networks to provide cost-effective mobile radio coverage within buildings (http://www.ipaccess.com/). TTP Communications has a 47.5% holding.
7 layers UK is a test and certification business for handset manufacturers (www.7layers.com). TTP Communications has a 50% holding.
The statements in this release that are not historical facts are forward- looking statements based on current expectations and involve risks and uncertainties. Such forward-looking statements include, but may not be limited to, statements about the anticipated timing of the transaction and the potential impact the acquisition will have on Motorola. Motorola wishes to caution the reader that the factors below and those contained in Item 1A of Motorola’s Form 10-K for the year ended December 31, 2005, as amended, and in its other SEC filings could cause Motorola’s results to differ materially from those described in the forward-looking statements. These factors include: (i) unforeseen factors that could impact the timely completion of the offer on the terms described, (ii) difficulties in integrating the operations of the newly-acquired business and achieving strategic objectives, (iii) difficulties in retaining employees at TTPCom, (iv) difficulties and delays in the further development, production, testing and marketing of acquired technologies, (v) uncertainties related to broader deployment of relatively new technologies, including customer acceptance of the products and technologies, (vi) the ability to differentiate our products and compete with other companies in the same markets and (vii) the general outlook for the economy and the telecom industry.
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