Filed by Motorola, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Motorola, Inc.
Commission File No.: 001-07221
On July 30, 2001, Motorola, Inc. issued the following press release relating
to its proposed acquisition of RiverDelta Networks, Inc., a Delaware
corporation:
FOR IMMEDIATE RELEASE
Media Contact: Jeanne Russo
Manager of Media Relations
Motorola Broadband
Communications Sector
215-323-1873
jrusso@gi.com
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Motorola to Acquire RiverDelta Networks
Strategic acquisition to enable Motorola to offer the broadband industry's most
advanced,end-to-end IP network infrastructure solutions
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HORSHAM, Pa. (July 30, 2001) -- Motorola, Inc. (NYSE: MOT) today announced that
it has entered into a definitive agreement to acquire RiverDelta Networks, Inc.,
a leading provider of carrier-class broadband routing, switching, cable modem
termination system (CMTS), and service management solutions, based in Tewksbury,
Massachusetts. Part of the ongoing strategy of Motorola's Broadband
Communications Sector to offer broadband network operators an end-to-end IP
infrastructure network capable of supporting the latest broadband data, voice,
and video applications, this acquisition adds intelligent, content-aware
networking to Motorola's IP network infrastructure portfolio.
The transaction is valued at $300 million, subject to certain adjustments.
According to the merger agreement, which is subject to various closing
conditions, Motorola will acquire all of RiverDelta Networks' capital stock in
exchange for shares of Motorola's common stock. The final exchange ratio will
not be fixed until immediately prior to the closing and will be based on the
average trading price of Motorola's common stock at that time.
The acquisition will provide Motorola Broadband with RiverDelta Networks'
carrier-class routing platform, integrated, high-density CMTS, and staff of over
200 R&D, engineering, product-marketing, manufacturing, and technical-sales
professionals. Adding these platforms and this expanded technology expertise to
its existing IP infrastructure portfolio will enhance Motorola Broadband's
position as a leader in the CMTS headend space as well as support the company's
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Motorola to Acquire RiverDelta Networks
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strategic growth initiatives in IP data-over-cable (DOCSIS), Voice over Internet
Protocol (VoIP), and IP streaming video. This acquisition also will enable
Motorola to offer a comprehensive solution for metropolitan and regional network
applications and to deploy the integrated broadband-routing platform in
environments using other wired and wireless access media.
Integrating RiverDelta Networks' content-aware routing technologies into
Motorola's existing CMTS business will allow Motorola to broaden its
infrastructure footprint across all system sizes and into regional IP network
applications. Combining the two organizations' resources and collective
expertise is expected to result in a more efficient carrier-class CMTS solution
with integrated routing capabilities for broadband network operators who
currently need additional routers to link the CMTSs deployed across their
regions.
Upon completion of the acquisition, Motorola will be poised to offer the
industry's broadest CMTS product family to date, with products ranging from the
high-density solutions that combine high-availability, integrated routing, and
per-flow Quality of Service (QoS) for operators who want to support advanced
services - such as multiple Internet Service Providers (ISPs), Virtual Private
Networks (VPNs) and tiered data services - to modular configurations for
small/distributed networks. This complete suite of IP network infrastructure
products will help enable a variety of operators to capitalize on the new
revenue opportunities arising from the delivery of enhanced IP services to
residential customers and businesses.
"This acquisition makes sense for both companies, because it strengthens our
ability to meet the needs of broadband network operators who are migrating to
high-availability DOCSIS 1.1 networks to deploy complex broadband services like
tiered data-over-cable, VoIP services, and IP streaming video," said Dan
Moloney, senior vice president and general manager of Motorola Broadband's IP
Systems Group. "By combining RiverDelta Networks' best-in-class integrated
routing technology with Motorola's established CMTS business and broadband
network operator sales and support channel, we will now be even more strongly
poised to deliver the reliable, efficient, and cost-effective network solution
that operators require."
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Motorola to Acquire RiverDelta Networks
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"We are pleased and excited to join Motorola Broadband to leverage their
technology in areas such as RF design, VoIP and high-availability systems," said
David Callan, president and CEO of RiverDelta Networks. "We bring new technology
and an entrepreneurial spirit to the table, and we will benefit from the scale
Motorola brings in engineering, sales, and support. Our combined product
offering will give broadband network operators the tools needed to rapidly
deliver innovative new services to their subscribers, for improved customer
satisfaction levels and increased loyalty."
About RiverDelta Networks
RiverDelta Networks, based in Tewksbury, Ma., designs, develops, and markets
solutions for broadband service providers building carrier-class networks for
delivering voice, data, and video services for consumers and businesses.
RiverDelta Networks received CableLabs(R) DOCSIS 1.0 qualification in record
time and has built upon and extended the DOCSIS 1.1 Quality of Service
specifications with its SmartFlow per-flow processing. Additional company
information can be found at www.riverdelta.com.
About Motorola Broadband
The Motorola Broadband Communications Sector was created when General Instrument
Corporation (GI) was acquired by Motorola, Inc. in January 2000. Combining GI's
leadership in converged voice, video, and data networks with Motorola's global
reach and brand identity, the Motorola Broadband Communications Sector focuses
on broadband solutions that deliver interactive television, the Internet, and
telephone services over wired and wireless networks. For more information about
the Motorola Broadband Communications Sector, visit www.motorola.com/broadband.
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Motorola to Acquire RiverDelta Networks
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About Motorola
Motorola, Inc. (NYSE:MOT) is a global leader in providing integrated
communications solutions and embedded electronic solutions. These include:
. Software-enhanced wireless telephone, two-way radio, messaging and
satellite communications products and systems, as well as networking and
Internet-access products, for consumers, network operators, and
commercial, government and industrial customers.
. Digital and analog systems and set-top terminals for broadband cable
television operators.
. Embedded semiconductor solutions for customers in the networking and
computing, transportation, wireless communications and imaging and
entertainment industries.
. Embedded electronic systems for automotive, communications, imaging,
manufacturing systems, computer, consumer and industrial markets.
Sales in 2000 were $37.6 billion.
For more information, visit us on the Web at www.motorola.com.
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Motorola urges investors and security holders to read the proxy
statement/prospectus regarding Motorola's proposed acquisition of RiverDelta
Networks when it becomes available, as it will contain important information.
The proxy statement/prospectus will be filed with the United States Securities
and Exchange Commission by Motorola and RiverDelta Networks. Security holders
may receive a free copy of the proxy statement/prospectus when available, as
well as other related documents filed by Motorola at the Commission's Web site,
http://www.sec.gov. In addition, copies of documents filed with the commission
by Motorola can be obtained, without charge, by directing a request to Motorola
Investor Relations at 1303 East Algonquin Road, Schaumburg, Illinois 60196, or
(800) 262-8509.
RiverDelta Networks and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of RiverDelta
Networks with respect to the transactions contemplated by the merger agreement.
As of June 30, 2001, the executive officers and directors of RiverDelta Networks
as a group beneficially owned approximately 75% of RiverDelta Networks 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.
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Motorola to Acquire RiverDelta Networks
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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 RiverDelta Networks'
business and capitalize on the combined technologies; the future evolution of
the IP network infrastructure market and related technology; and those factors
in the companies' filings with the Securities and Exchange Commission.
# # #
MOTOROLA, the Stylized M Logo, and all other trademarks indicated as such herein
are trademarks of Motorola, Inc. (R) Reg. U.S. Pat. & Tm. Off. All other product
or service names are the property of their respective owners.
(C) 2001 Motorola, Inc. All rights reserved. Printed in the U.S.A.