SCHAUMBURG, Ill. and EMERYVILLE, CA -- 14
November 2006 -- Motorola, Inc. (NYSE: MOT) and Netopia, Inc. (Nasdaq: NTPA)
announced today that the two companies have signed a definitive merger
agreement, under which Motorola will acquire all of the outstanding shares of
Netopia common stock for $7.00 per share in cash. The transaction has a total
equity value of approximately $208 million on a fully-diluted basis. As of
September 30, 2006, Netopia had approximately $28 million of net cash.
Netopia is a leader in providing carrier-class broadband customer premise
equipment (CPE), remote management software, and broadband services to telecom
operators worldwide. The company provides a full portfolio of products designed
for DSL networks, including wired and wireless modems, routers, and gateways.
The company’s products deliver voice, video, data, and other advanced services
to residential and business customers.
"Motorola and Netopia share a common vision of the connected home as the
hub for seamless mobility. This acquisition advances our vision by
strengthening the Connected Home Solutions business position as a leading
supplier of technology and services to telecom providers worldwide," said
Dan Moloney, President, Motorola Connected Home Solutions. "We look
forward to adding the great people, technology and telecom marketing expertise
of Netopia to the Motorola Connected Home Solutions team."
"This transaction represents an outstanding opportunity for us to deliver
significant value to the stockholders, employees, customers, and strategic
partners of Netopia," said Alan Lefkof, President and CEO of Netopia, Inc.
"We are confident that combining Netopia’s expertise in telecom CPE
products with Motorola’s proven track record of delivering connected home
solutions to broadband providers worldwide will create exciting future growth
opportunities for both companies. My team is committed to working closely with
Motorola to ensure a rapid and seamless transition."
The acquisition enables Motorola to further address the global broadband DSL
opportunity. Netopia’s carrier-class portfolio of products and technologies
extends Motorola’s current solutions for the emerging IPTV opportunity. As a
combined product portfolio, Motorola will now offer a full suite of home CPE
for copper-based telecom networks – including home media hubs, voice gateways,
and IP set-tops. This will complement the leading video, voice, and data
portfolio Motorola already provides for HFC and optical network operators
worldwide.
Further, Netopia’s software solutions add unique service and device management
capabilities to Motorola. This proven platform provides for the centralized
management of IP-based gateways, modems, and voice-over-IP equipment.
Upon completion of the transaction, Netopia will become a wholly-owned
subsidiary of Motorola and will be integrated into Motorola’s Connected Home
Solutions business. Motorola intends to maintain Netopia’s Emeryville, CA,
headquarters, which will serve as the new headquarters of Motorola’s global
voice and data CPE business. Alan Lefkof will join Motorola, reporting directly
to Dan Moloney.
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 acquisition is subject to
customary closing conditions, including regulatory approval and the approval of
Netopia stockholders, and is expected to be completed in early 2007.
About Netopia
Netopia, Inc. delivers broadband service assurance solutions through
high-performance broadband customer premises equipment and carrier-class remote
device management and support software. Netopia’s broadband gateways feature
advanced technology, high reliability, and remote manageability to assure
delivery of triple-play and IPTV services. Netopia''s service assurance
software platforms empower carriers, service providers, and enterprises with
remote device management, centralized support, and value-added services to
speed deployment of innovative new broadband applications across home and
business networks. Netopia has established strategic distribution relationships
with leading carriers and broadband service providers, including AT&T,
BellSouth, Covad Communications, eircom and Swisscom.
Headquartered in Emeryville, CA, Netopia’s common stock is listed on the NASDAQ
Capital Market under the symbol "NTPA". Further information about
Netopia can be obtained via phone at (510) 420-7400, fax at (510) 420-7601, or
on the Web at www.Netopia.com.
Source: Motorola press release
