Motorola To Acquire Terayon Communication Systems

ransaction strengthens Motorola’s capabilities in the delivery of an end-to-end next generation digital video solution.

SCHAUMBURG, Ill and SANTA CLARA, CA – 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.