Motorola’s Semiconductor Products Sector Announces Intention to Purchase Metrowerks Inc.
SCHAUMBURG, Ill. — August 19, 1999 — Motorola, Inc. (NYSE: MOT) today announced that Motorola and Metrowerks Inc. (Nasdaq: MTWK; Toronto: MWK) have agreed that Motorola's Semiconductor Products Sector will offer to acquire all of the outstanding common shares of software tools developer Metrowerks in an all cash bid at a price of U.S.$6.25 (approximately Cdn $9.25) per share, or approximately U.S.$95 million (approximately Cdn. $141 million) for the publicly traded, Canadian corporation.
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. countries.
"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 Board of Directors of Metrowerks unanimously approved the transaction with Motorola and will recommend to the Metrowerks' shareholders that they tender their shares. Jean Belanger, chairman and chief executive officer, 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. The take-over bid, which is expected to commence within the next two weeks, 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.
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' common equity in the event the termination fee is payable. The aggregate economic value to Motorola of the termination fee and the exercise of the option will not exceed U.S.$4.7 million.
Metrowerks develops and sells programming tools in five major market segments: the desktop Macintosh and Windows(R) market, the Linux market, the embedded proprietary operating systems market, the real-time operating systems ("RTOS")/Windows(R) CE market and the Java technology market. Metrowerks employs about 240 people, with 150 in R&D. Austin-based employment is 200; the remainder of employees are located in offices in Silicon Valley, Montreal, Ottawa, Germany, Tokyo and Boston.
Motorola intends to operate Metrowerks as a standalone subsidiary, which will retain its current name and management team.
ABOUT MOTOROLA
Motorola is a global leader in providing integrated communications solutions and embedded electronic solutions. Sales in 1998 were $29.4 billion. As the world's No. 1 producer of embedded processors, Motorola's Semiconductor Products Sector, based in Austin, Texas, offers multiple DigitalDNA(TM) solutions that enable its customers to create new business opportunities in the consumer, networking and computing, transportation, and wireless communications markets. (Additional information is available at www.motorola.com)
Statements about the consummation of the take-over bid, the expected date of completion for the transaction and Metrowerks' future operation are forward-looking and involve risks and uncertainties. Motorola wishes to caution the reader that unanticipated delays in initiating or completing the transaction and those factors contained in Motorola's 1999 Proxy Statement on pages F-15 through F-18 and in its other SEC filings could cause actual results to differ materially from those stated in the forward-looking statements.
SOURCE: Motorola Semiconductor Products Sector
CONTACT:
Media: Ken Phillips of Motorola, 602-952-3852, [email protected];
or
Kathy Hill of Metrowerks, 512-873-4787, [email protected] com