Metrowerks Inc. Agrees to U.S.$ 6.25 Per Share All Cash Bid by Motorola Inc.
AUSTIN, Texas — August 19, 1999 — Metrowerks Inc. (Nasdaq:MTWK) (TSE:MWK) announced today that it has entered into an agreement with Motorola Inc. (NYSE:MOT) pursuant to which Motorola will, on or prior to Sept. 2, 1999, commence an all cash bid for all of the common shares of Metrowerks at a price of U.S.$ 6.25 (approximately Cdn.$ 9.25) per share.
As of Aug. 18, 1999, Metrowerks had approximately 15.2 million common shares outstanding on a fully diluted basis, giving the transaction an equity value of approximately U.S.$ 95 million (approximately Cdn. $ 141 million).
"Metrowerks has an exceptional team, and its CodeWarrior(R) software development products are among the industry's best for desktop and embedded systems programming, covering microprocessors, microcontrollers and digital signal processors," said Hector de J. Ruiz, Ph.D., president of Motorola Semiconductor Products Sector.
"We intend for Metrowerks to be a core component of our open and extensible software development tools expertise for enabling our DigitalDNA(tm) embedded solutions leadership."
Jean Belanger, chairman and chief executive officer of Metrowerks said, "We are enthusiastic about the offer being made by Motorola and believe it provides an attractive price to our shareholders."
The offer is subject to the tender of at least 77% of the common shares outstanding, the termination or expiration of the waiting period under the Hart-Scott-Rodino Act, other regulatory approvals and certain other terms and conditions.
Upon the unanimous recommendation of an independent special committee of the Board of Directors, the Board of Directors of Metrowerks has unanimously agreed to support the take-over bid offer and recommend it to shareholders.
Mr. Belanger and Greg Galanos, founder, president and chief technology officer, each of whom holds approximately 12% of the common shares of Metrowerks on a fully diluted basis, have irrevocably agreed to tender their shares to the Motorola bid.
In the event of a termination of the agreement between Motorola and Metrowerks, under certain circumstances, Motorola would be entitled to a termination fee of U.S.$ 4.7 million.
In addition, Metrowerks has granted Motorola an irrevocable option to acquire up to 19.9% of Metrowerks in the event the termination fee is payable. The aggregate economic value of the termination fee and the exercise of the option will not exceed U.S.$ 4.7 million.
Broadview International LLC acted as financial advisor to Metrowerks and provided its opinion that the consideration to be offered under the offer by Motorola is fair, from a financial point of view, to holders of common shares of Metrowerks.
Metrowerks also disclosed its preliminary results for the quarter ended July 31, 1999. Revenues are currently expected to be between U.S.$ 3.0 to U.S.$ 3.5 million for the quarter and the Company expects to report a loss of U.S.$ 4.75 million to U.S.$ 5.50 million. The Company also disclosed that it is currently in discussions with its auditors regarding a possible restatement of certain previously reported results due to uncertainty regarding the interpretation of U.S. accounting rules affecting certain software licensing transactions.
STATEMENTS REGARDING ESTIMATED RESULTS ARE PRELIMINARY. ALL AMOUNTS LISTED ABOVE ARE PRIOR TO THE ANNUAL AUDIT OF THE COMPANY'S 1999 RESULTS AND MAY CONTAIN FURTHER ADJUSTMENT.
About Metrowerks
Founded in 1985 and headquartered in Austin, Texas, Metrowerks designs, develops, markets and supports professional software development tools used by programmers to create software applications. Metrowerks' flagship product line, CodeWarrior(R), consists of a suite of programming tools used by developers worldwide to create software in the C, C++, Java(tm) and assembly programming languages. CodeWarrior has more than 200,000 registered users in 80 countries.
This release, other than historical financial information, consists of forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. For instance, factors, which could cause results to differ from future events, include the state of the development tools market, the timing of product deliveries, competitive pricing actions and marketing programs, among others. Additional information on these and other factors, which could affect the Company's financial results, are included in the Company's 1998 annual report to shareholders and quarterly reports on file with the Securities and Exchange Commission.
Metrowerks, the Metrowerks logo and CodeWarrior are registered trademarks of Metrowerks Inc.
All other company and product names may be registered trademarks or trademarks of their respective companies/holders, and are hereby recognized.
CONTACT:
Metrowerks Inc., Austin
Jim Welch, 512/873-4777
[email protected]