Filed by Motorola, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Blue Wave Systems Inc.
Commission File No.: 0-26858
[On February 21, 2001, Motorola, Inc. announced its proposed acquisition of
Blue Wave Systems Inc. The following fact sheet was first used on February 21,
2001.]
ACQUISITION FACT SHEET
Motorola and Blue Wave Systems
February 21, 2001
Summary: Motorola, Inc. (NYSE: MOT) announced today that it
will acquire Blue Wave Systems Inc. (NASDAQ: BWSI), a
Carrollton, Texas-based company that is a leading provider
of high performance digital signal processor (DSP) solutions
to original equipment manufacturers (OEMs).
Significance: The acquisition will enable Motorola Computer Group
to more quickly deliver integrated platforms to its
telecommunications OEM customers building
applications such as media and access gateways.
Purpose: As the world's leading supplier of embedded computing
platforms for original equipment manufacturers,
Motorola, with this acquisition, will strengthen its
product portfolio in the telecommunications industry.
Blue Wave Systems provides digital signal processing
products and software for key telecommunications
applications such as next generation wireless
infrastructure and voice gateways. Combined with
Motorola Computer Group's high availability computing
platforms, telecom OEMs will be able to more rapidly
develop the next generation applications which will
provide new services for their customers.
- The world demands smarter, faster telecom
networks that can handle the proliferation
of e-commerce, multimedia content, and other
Internet services.
- Motorola is known for its best-in-class
resources and infrastructure. This offering,
combined with Blue Wave Systems'
software-driven architecture, benefits
telecom OEMs by enabling them to bring smart
networks to market more quickly.
- Unlike some other manufacturers, Motorola
and Blue Wave Systems both support open
standards for the telecommunications
infrastructure marketplace, enabling OEMs to
quickly progress technologically for telecom
systems of the future.
- Together, Motorola and Blue Wave Systems
will deliver the DigitalDNA(TM) technology
needed to power the heart of smart
networking equipment.
The Companies:
Motorola Motorola, Inc. (NYSE:MOT) is a global leader in providing
integrated communications solutions and embedded electronic
solutions. Sales is 2000 were $37.6 billion.
Motorola Computer Group is the world's leading
supplier of embedded computing platforms to original
equipment manufacturers for use in
telecommunications, network storage, imaging, medical
equipment and semiconductor production and test
equipment applications. Motorola Computer Group helps
customers get to market more rapidly with
leading-edge computing platforms supported by a broad
range of service, training and systems integration
capabilities.
For the telecommunications industry, Motorola Computer
Group:
- is poised to place carrier-grade platforms
into telecommunication systems running
wireless, enterprise, networking and
transmission applications in the world. In
fact, it already provides embedded computing
equipment for nine of the world's top 10
telecommunications OEMs,
- offers hardware (i.e. boards, systems,
packaging) and software (Advanced
High-Availability Microsoft 2000, Linux,
LynxOS, and VxWorks operating systems) that
help enable telecommunications applications
that run 99.999% of the time, equivalent to
five minutes or less of downtime a year.
- provides OEMs with the choices they're
looking for (processor family, operating
system, voice and data transport, packaging,
integrated 3rd party content). Also, it can
provide these choices in complete system
platforms so that OEMs can build their
telecom applications on top and quickly get
their products to market.
Blue Wave Systems Blue Wave Systems Inc. is a leading supplier of high-
channel Digital Signal Processing (DSP) subsystems used in
telecommunication infrastructure equipment, such as voice
over packet (VoIP) gateways, digital wireless
communications and intelligent peripherals. The ComStruct
line of telecom infrastructure communication processing
subsystems was launched in January 1999. At the heart of the
ComStruct line is the company's FACT software, which enables
the DSP subsystem to be rapidly and effectively deployed in
a variety of carrier class telecom applications. Blue Wave
Systems has been a market leader in DSP board-level products
since 1983
Headquarters:
Motorola Motorola Computer Group is headquartered in Tempe, Arizona.
Motorola's worldwide operations are headquartered in
Schaumburg, Illinois
Blue Wave Systems Blue Wave Systems is headquartered in Carrollton, Texas.
Management Team:
Motorola Tom Lynch, executive vice president, president, Integrated
Electronic Systems Sector
Wayne Sennett is senior vice president and general manager
of Motorola Computer Group
Blue Wave Systems Rob Shaddock is president and CEO of Blue Wave Systems
Employees:
Motorola 140,000 worldwide in Motorola, approximately 2,500 in
Motorola Computer Group
Blue Wave Systems Approximately 130 employees
URLs: http://www.motorola.com/
------------------------
http://www.motorola.com/telecom
-------------------------------
http://www.bluews.com/
----------------------
Editorial Contacts: Terri Thorson, Motorola Computer Group /Lisa Grell, MCA PR/
Shreekant Raivadera, Blue Wave Systems
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS
REGARDING MOTOROLA'S PROPOSED ACQUISITION OF BLUE WAVE SYSTEMS WHEN IT
BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. THE PROXY
STATEMENT/PROSPECTUS WILL BE FILED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION BY MOTOROLA AND BLUE WAVE. SECURITY HOLDERS MAY RECEIVE A
FREE COPY OF THE PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) AND OTHER
RELATED DOCUMENTS FILED BY MOTOROLA AND BLUE WAVE AT THE COMMISSION'S WEBSITE
AT HTTP://WWW.SEC.GOV. IN ADDITION, COPIES OF DOCUMENTS FILED WITH THE
COMMISSION BY MOTOROLA AND BLUE WAVE CAN BE OBTAINED, WITHOUT CHARGE, BY
DIRECTING A REQUEST TO MOTOROLA INVESTOR RELATIONS AT 1303 EAST ALGONQUIN
ROAD, SCHAUMBURG, ILLINOIS 60196, TELEPHONE (800) 262-8509, OR TO BLUE WAVE
AT 972-277-4600.
Blue Wave Systems and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of Blue Wave with
respect to the transactions contemplated by the merger agreement. As of February
20, 2001, the executive officers and directors of Blue Wave Systems as a group
beneficially owned approximately 7.96% of Blue Wave Systems common stock.
Investors and security holders may obtain additional information regarding the
interests of such participants by reading the proxy statement/prospectus when it
becomes available.
This document contains certain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements are
based on managements' current expectations and involve risks and uncertainties.
The factors below are among some of the factors that could cause actual results
to differ materially from the expectations described in the forward-looking
statements: the failure of the merger to be consummated in a timely manner or at
all; the ability of the companies to successfully integrate Blue Wave System's
business and capitalize on the combined technologies; the future evolution of
the digital signal processor market and related technology; and those factors in
the companies' filings with the Securities and Exchange Commission.
[The following conference call script was first used on February 21, 2001.]
Conference Call Script
MOTOROLA/BLUE WAVE SYSTEMS INC. CONFERENCE CALL SCRIPT
INVESTORS, MEDIA AND INDUSTRY ANALYSTS
MAUREEN O'LEARY:
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS
REGARDING MOTOROLA'S PROPOSED ACQUISITION OF BLUE WAVE SYSTEMS INC. WHEN IT
BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. THE PROXY
STATEMENT/PROSPECTUS WILL BE FILED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION BY MOTOROLA AND BLUE WAVE SYSTEMS. SECURITY HOLDERS MAY
RECEIVE A FREE COPY OF THE PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) AND OTHER
RELATED DOCUMENTS FILED BY MOTOROLA AND BLUE WAVE SYSTEMS AT THE
COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, COPIES OF DOCUMENTS
FILED WITH THE COMMISSION BY MOTOROLA AND BLUE WAVE SYSTEMS CAN BE OBTAINED,
WITHOUT CHARGE, BY DIRECTING A REQUEST TO MOTOROLA INVESTOR RELATIONS AT 1303
EAST ALGONQUIN ROAD, SCHAUMBURG, ILLINOIS 60196, TELEPHONE (800) 262-8509, OR TO
BLUE WAVE SYSTEMS AT 972-277-4600.
Blue Wave Systems and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of Blue Wave
Systems with respect to the transactions contemplated by the merger agreement.
As of February 20, 2001, the executive officers and directors of blue wave
systems as a group beneficially owned approximately 7.96% of Blue Wave Systems
common stock. Investors and security holders may obtain additional information
regarding the interests of such participants by reading the proxy
statement/prospectus when it becomes available.
This document contains certain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements are
based on managements' current expectations and involve risks and uncertainties.
The factors below are among some of the factors that could cause actual results
to differ materially from the expectations described in the forward-looking
statements: the failure of the merger to be consummated in a timely manner or at
all; the ability of the companies to successfully integrate Blue Wave System's
business and capitalize on the combined technologies; the future evolution of
the digital signal processor market and related technology; and those factors in
the companies' filings with the Securities and Exchange Commission.
Good morning, and thanks for joining us. I'm Maureen O'Leary, Director,
Worldwide Marketing Communications and PR for Motorola Computer Group. First of
all, I want to remind everyone that the stock-for-stock merger acquisition of
Blue Wave Systems is subject to regulatory approvals and approval of Blue Wave
Systems' stockholders, and that this transaction will not be completed until
that process is completed. There are a number of documents related to this
transaction that Motorola and Blue Wave Systems are filing, and we recommend
that you review them, particularly if you are a shareholder. They may be
obtained free at www.sec.gov, or through Motorola Investor relations.
With me today are Wayne Sennett, senior vice president and general manager of
Motorola Computer Group, Rob Shaddock, chief executive officer of Blue Wave
Systems, and Pete Rendek, Director of Market Development for Motorola Computer
Group. Most of you have probably seen the news release we issued earlier this
morning about the planned acquisition of Blue Wave Systems by Motorola. We will
discuss the announcement for about 15 minutes, and then turn it over to you for
questions. Now, let me introduce Wayne Sennett.
WAYNE SENNETT:
Thanks, Maureen.
As Maureen mentioned, Motorola today announced a definitive merger agreement to
acquire Blue Wave Systems. Blue Wave Systems is a leading provider of high
performance digital signal processor (DSP) solutions to original equipment
manufacturers (OEMs). The agreement is valued at up to $165 million depending
upon the market price of Motorola stock and is expected to be completed during
the second quarter of 2001. Acquiring Blue Wave Systems is important to
shareholders because it expands the growth potential for a dynamic element of
Motorola's business. Specifically, Motorola Computer Group is participating in a
$250-$350 billion dollar telecommunications market. With this acquisition, the
combined Motorola Computer Group and Blue Wave Systems organization will be well
positioned to provide a new class of telecommunications computing platforms that
drive this market.
First, a bit of background: Motorola Computer Group is the world's leading
supplier of embedded computing platforms. We offer systems that enable
telecommunications equipment manufacturers to build telecom equipment for
wireless, enterprise, networking and transmission applications. Today we build
on those capabilities by announcing the planned acquisition of Blue Wave
Systems. The digital signal processing sub-systems--or DSPs--provided by Blue
Wave Systems provide functions that people use every day when they pick up the
telephone.
As the world demands new services and features from our mobile devices and our
data networks, we've seen significant change in the traditional telecom and data
networks. Consumer needs have dictated that these networks must work together
and provide new services. These changes are happening so quickly that equipment
manufacturers are looking to use open standards-based equipment for the
development of new applications. That's what makes today's announcement so
exciting - it positions Motorola Computer Group to better serve our OEMs with a
wider range of telecommunications platform offerings.
With this acquisition we complement our portfolio with solutions that enable
wireless infrastructure platforms and media and access platforms. Telecom
equipment manufacturers will now be able build platforms based on open standards
solutions with the integration and regulatory certifications already completed.
In short, we're enabling smarter networks faster! Time-to-market has become a
critical competitive issue for today's telecommunications companies. In today's
markets, it frequently makes more sense to purchase these platform level
capabilities than to develop them in house.
We are building a new and stronger Motorola Computer Group, one that delivers a
full range of solutions to our customers. Given the explosive demand for
communications infrastructure for new services and broadband access, today we're
in a terrific position to ride this wave by seeking to provide everything our
customers require, to deliver new services that customers demand. That is great
for OEMs and great for Motorola.
To elaborate on these business opportunities, I'll turn the conversation over to
Pete Rendek, director of market development here at Motorola.
PETE RENDEK:
Thank you, Wayne. This is a great day for Motorola and the Motorola Computer
Group.
Traditionally, people in the industry think of Motorola Computer Group for its
board-level computing systems, in particular, those based on VME and Compact
PCI. Today's announcement highlights a strategy change that's been under way at
the Computer Group for over a year. A key element of the new strategy is to
provide complete platforms for telecommunications equipment OEMs. We've
validated this strategy with many of our key customers, and received positive
feedback.
In practice, this means that Motorola Computer Group will offer more than just
the computer board, or the rugged, highly available systems that people
associate with us. Our goal is to provide everything the telecommunications OEM
needs to immediately begin to develop their application. Today's announcement
highlights our commitment to this strategy. Digital signal processing is a key
element of many of the new telecommunications applications. The Blue Wave
Systems team has done an excellent job of providing an application interface
that allows equipment manufacturers to develop their applications very quickly
and very effectively using higher level software elements.
The second key piece of the strategy is that these products are already
integrated for our customers. A major development item for all equipment
manufacturers is the integration and certification phase. This is when the
necessary building blocks are integrated into a chassis and the necessary
compliance testing is done. This can frequently consume many weeks in the
development schedule. This work will already be done for Motorola Computer Group
customers, which will greatly shorten development time and help get the product
out into the revenue stream more quickly. Ultimately, we are helping our
customers bring equipment, networks, and service to consumers more quickly.
As you know, we have been a computing platform leader helping customers build
telecommunications equipment for more than a decade. With today's pressures, our
customers are demanding an even greater degree of integration. And that's a
major reason why we've decided to acquire Blue Wave Systems.
So, how will Blue Wave Systems fit into Motorola? Blue Wave Systems will work
closely with Motorola Computer Group. It will remain focused on building digital
signal processing products and will help fulfill the strategy that we've
outlined today. By joining the competencies of Motorola's world class
high-availability infrastructure and Blue Wave Systems' advanced architecture,
we'll be able to bring this outstanding technology to more customers around the
world at a faster time to market than was previously possible.
We are delighted to welcome the Blue Wave Systems team of people to the Motorola
family. Now, I'd like to introduce the CEO of Blue Wave Systems, Rob Shaddock,
to provide more detail about Blue Wave Systems' products and how they help
enable this convergence.
ROB SHADDOCK
Thank you, Pete. This is also a great day for Blue Wave Systems, our
shareholders, our customers and employees. Our two organizations have been
working as partners for some time and we had already seen a tremendous fit
between them. The combination of Blue Wave Systems products and Motorola
Computer Group products will create a new class of what we call "application
ready" telecommunications platforms. Our customers will be able to create new
applications using building blocks that don't require development effort on
their part, saving valuable time. This is critical to the rapid deployment of
new services, which must work with both new and old networks, and must cross
countries and continents. The traditional approach to developing new
equipment is clearly too long and too expensive for such a dynamic
marketplace. Adding to the problem is the fact that after pouring in all this
investment, products may face a shorter useful lifetime, once deployed.
Working as partners has had many benefits but by integrating as one company
we will be able to respond much more effectively to our customers needs and
as a result accelerate our combined growth. By combining our businesses we
can align our presentation to customers and remove the obstacles that
sometimes make partnership arrangements a frustrating experience for our
customers and ourselves. The ability to deliver integrated solutions from one
company will shorten the sales cycle as well as improving our customer's time
to market.
Blue Wave Systems was created in 1998 as a combination of 2 DSP hardware
vendors. In early 1999 we set out on a path to focus the business on the
supply of signal processing sub-systems to telecommunications equipment
manufacturers and thereby create greater shareholder value by focusing the
company and creating a new generation of value added products. We have made
significant progress since 1999 when we first introduced our Comstruct and
FACT architectures to speed application development for digital signal
processing applications. Blue Wave's ComStruct(TM) family allows
telecommunication OEMs to develop and deploy carrier class applications in
around one fifth of previous time scales, with an open architecture that is
compatible with a wide range of hardware and software standards. Solutions
are available for Wireless and VoIP infrastructure applications while the
ComStruct Building Blocks provide a range of software and hardware products
to ease the development and deployment of telecommunication infrastructure
applications. The heart of ComStruct solutions is the FACT software
architecture, which provides a comprehensive software development platform
and sub-system management tool. FACT provides all the underlying technology,
software and algorithms and thereby unlocks time for developers to innovate
at the application level Blue Wave Systems', Inc. Comstruct (TM) and FACT
(TM) platforms have gained acceptance in the industry at a pace tHat has been
exciting for us. This is the right time to build upon that acceptance by
creating integrated solutions and further increasing our shareholder value by
integrating with Motorola.
MAUREEN O'LEARY:
Thank you all for listening. As we begin taking questions, please know that the
press release and additional information about Motorola Computer Group is posted
on the Internet at www.motorola.com/telecom You can find the press release and
all of the relevant filings on the Edgar and SEC websites at www.sec.gov and
www.edgar.com.
AFTER Q&A SESSION
MAUREEN O'LEARY:
Once again, thank you for your participation. If you have further questions you
can reach us today by calling Lisa Grell at MCA Public Relations, 480-874-2899,
Terri Thorson at Motorola Computer Group, 602-438-3287 and Ken Newton, Motorola
Computer Group, UK, +44 (0) 1256 790815 to arrange a time where we can provide
additional information.
END OF CONFERENCE CALL SCRIPT
[The following memorandum to employees of Motorola, Inc. was disseminated on
February 21, 2001.]
EPBL
February 21, 2001
To: All Motorola Employees
From: Wayne Sennett, Senior Vice President and General Manager,
Motorola Computer Group
John Hughes, Vice President and Director, Telecommunications
Business Unit, Motorola Computer Group
Re: Blue Wave Systems Acquisition
Continuing our momentum as the recognized leader of the embedded computing
marketplace, we are pleased to announce the pending acquisition of Blue Wave
Systems. Blue Wave Systems , based in Carrollton, Texas, is a leading supplier
of digital signal processors and software used in telecommunications
applications such as voice and media gateways. Blue Wave Systems is a publicly
held company with approximately 130 employees.
The addition of Blue Wave System's outstanding products and talented employees
to our team sends a clear message to the industry that our game plan is to
provide additional value and service in the computing platforms that we offer to
the telecommunications markets. Blue Wave Systems will continue to operate
facilities in Carrollton, Texas and Loughborough, England. They will become part
of Motorola Computer Group within IESS under the leadership of John Hughes.
Blue Wave Systems' Inc. product offerings provide an important addition to
Motorola Computer Group's portfolio of telecommunications products. Digital
signal processors and software are used for tone detection and voice response
systems. They also allow voice and video information to be compressed before
being transmitted on the network, thereby improving network efficiency. A
flexible programming interface allows our customers' designers to modify how
signal processing is handled while the equipment is running, leading to
higher levels of availability. This is a key element of the Motorola Computer
Group product strategy for the telecommunications market.
This acquisition broadens our portfolio of leading computing platform solutions
for the telecommunications market. We can now deliver a more complete
communications platform solutions to our customers, which will shorten their
product development times. We look forward to the closure of this transaction,
when we can welcome the employees of Blue Wave Systems to the Motorola family
and work toward our joint success!
All media calls in reference to this announcement should be referred to Motorola
Computer Group Public Relations, Terri Thorson, 602-438-3287, or Maureen
O'Leary, 602-659-7831.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS
REGARDING MOTOROLA'S PROPOSED ACQUISITION OF BLUE WAVE SYSTEMS WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. THE PROXY
STATEMENT/PROSPECTUS WILL BE FILED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION BY MOTOROLA AND BLUE WAVE. SECURITY HOLDERS MAY RECEIVE A
FREE COPY OF THE PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) AND OTHER RELATED
DOCUMENTS FILED BY MOTOROLA AND BLUE WAVE AT THE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, COPIES OF DOCUMENTS FILED WITH THE COMMISSION
BY MOTOROLA AND BLUE WAVE CAN BE OBTAINED, WITHOUT CHARGE, BY DIRECTING A
REQUEST TO MOTOROLA INVESTOR RELATIONS AT 1303 EAST ALGONQUIN ROAD, SCHAUMBURG,
ILLINOIS 60196, TELEPHONE (800) 262-8509, OR TO BLUE WAVE AT 972-277-4600.
This document contains certain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements are
based on managements' current expectations and involve risks and uncertainties.
The factors below are among some of the factors that could cause actual results
to differ materially from the expectations described in the forward-looking
statements: the failure of the merger to be consummated in a timely manner or at
all; the ability of the companies to successfully integrate Blue Wave System's
business and capitalize on the combined technologies; the future evolution of
the digital signal processor market and related technology; and those factors in
the companies' filings with the Securities and Exchange Commission.
[The following email to Motorola's MCG employees was disseminated on February
21, 2001.]
EMAIL FROM JOHN HUGHES TO ALL MCG EMPLOYEES
February 21, 2001
To: All MCG Employees
From: John Hughes
Vice President and Director
Telecommunications Business Unit
Motorola Computer Group
I am delighted to announce that this morning's news wire services carry an
announcement that Motorola Computer Group has signed an acquisition agreement
with Blue Wave Systems Inc. of Carrollton, Texas. The transaction, which is
subject to regulatory approvals and consent of the Blue Wave Systems
shareholders, is expected to be completed during the second quarter of 2001.
Blue Wave Systems Inc. will continue to operate its major facilities in
Loughborough, England and in Carrollton, Texas. The team of approximately 130
will report to the Telecommunications Business Unit under my leadership. Rob
Shaddock, Blue Wave Systems' Inc. CEO and I are excited about the opportunity we
now have to offer our customers a single source for a complete platform that
enables them to shorten product development cycle time.
Many of you are familiar with Blue Wave Systems Inc., as we have jointly
demonstrated equipment at various tradeshows and in several joint customer
opportunities. Blue Wave Systems' Inc. product offerings provide an important
addition to MCG's portfolio of telecommunications products. The digital signal
processors and software provided by Blue Wave Systems Inc. are used for tone
detection and voice response systems. They also allow voice and video
information to be compressed before being transmitted on the network, thereby
improving network efficiency. A flexible programming interface allows our
customer's designers to modify how signal processing is handled while the
equipment is running, leading to higher levels of availability. This is a key
element of the Motorola Computer Group product strategy for the
telecommunications market, and these new tools will help us serve our customers
in new and innovative ways.
If you have any questions regarding this announcement, please contact Tina
Haigh, Director, Communications & Public Affairs, 602-438-3773.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS
REGARDING MOTOROLA'S PROPOSED ACQUISITION OF BLUE WAVE SYSTEMS WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. THE PROXY
STATEMENT/PROSPECTUS WILL BE FILED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION BY MOTOROLA AND BLUE WAVE SYSTEMS SECURITY HOLDERS MAY
RECEIVE A FREE COPY OF THE PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) AND OTHER
RELATED DOCUMENTS FILED BY MOTOROLA AND BLUE WAVE SYSTEMS AT THE COMMISSION'S
WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, COPIES OF DOCUMENTS FILED WITH THE
COMMISSION BY MOTOROLA AND BLUE WAVE SYSTEMS CAN BE OBTAINED, WITHOUT CHARGE, BY
DIRECTING A REQUEST TO MOTOROLA INVESTOR RELATIONS AT 1303 EAST ALGONQUIN ROAD,
SCHAUMBURG, ILLINOIS 60196, TELEPHONE (800) 262-8509, OR TO BLUE WAVE SYSTEMS AT
972-277-4600.
This document contains certain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements are
based on managements' current expectations and involve risks and uncertainties.
The factors below are among some of the factors that could cause actual results
to differ materially from the expectations described in the forward-looking
statements: the failure of the merger to be consummated in a timely manner or at
all; the ability of the companies to successfully integrate Blue Wave System's
business and capitalize on the combined technologies; the future evolution of
the digital signal processor market and related technology; and those factors in
the companies' filings with the Securities and Exchange Commission.