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ISS And Glass Lewis Recommend Terayon Stockholders Vote "FOR" Proposed Merger


Terayon Communication Systems, Inc. (Pink Sheets: TERN.PK) (Terayon or the Company) announced today that Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two leading independent proxy advisory firms, recommend that Terayon stockholders vote “FOR” the Company’s proposed merger with a subsidiary of Motorola, Inc. at the special meeting of Terayon’s stockholders to be held on June 28, 2007. ISS and Glass Lewis provide voting advice to hundreds of institutional investors, mutual and pension funds and other fiduciaries.

In recommending that Terayon stockholders vote “FOR” the proposed acquisition, ISS stated: “Based on our review of the terms of the transaction and the factors described . . . specifically the sensible strategic rationale and 69-day premium, we believe that the merger agreement warrants shareholder support.”

Glass Lewis concluded that, “Based on a full sales process, the unanimous support of the board, and limited strategic alternatives, we believe the proposal to be in the best interests of shareholders.”

Both ISS and Glass Lewis also recommend that Terayon stockholders vote for the Company’s proposal to adjourn the special meeting of stockholders if there are not sufficient votes to approve the proposed merger, in order to provide additional time to solicit proxies.

“We are very pleased to have the support of both ISS and Glass Lewis,” said Jerry Chase, CEO, Terayon. “With the June 28, 2007 Special Meeting of Stockholders rapidly approaching, on behalf of the entire Board of Directors of Terayon, I urge all Terayon stockholders to vote FOR the proposed merger.”

As announced on April 23, 2007, the Company has entered into a definitive agreement with Motorola under which Motorola will acquire all of the outstanding shares of Terayon’s common stock for $1.80 per share in cash. The transaction is expected to close in the third quarter of 2007, subject to stockholder approval and the satisfaction of other previously disclosed closing conditions.

The Special Meeting of Terayon’s stockholders to consider and vote upon the proposed merger has been scheduled for June 28, 2007 at 11:00 am local time at Terayon’s executive offices located at 2450 Walsh Avenue, Santa Clara, California 95051. Terayon’s stockholders of record as of the close of business on May 18, 2007 will be entitled to vote at the special meeting.

Stockholders are encouraged to read Terayon’s definitive proxy materials in their entirety as they provide, among other things, a detailed discussion of the process that led to the proposed merger and the reasons behind the Board of Directors’ unanimous recommendation that Terayon’s stockholders vote “FOR” the adoption of the merger agreement and the approval of the merger.

Stockholders who have questions about the proposed merger or need assistance in submitting their proxy or voting their shares should contact Terayon’s proxy solicitor, MacKenzie Partners, toll-free at (800) 322-2885.


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