Motorola To Acquire Tut Systems, Inc., Expand Portfolio of Next-Generation IPTV Video Processing and Distribution Capabilities
21 Décembre 2006 - 2:00PM
PR Newswire (US)
SCHAUMBURG, Ill. and LAKE OSWEGO, Ore., Dec. 21
/PRNewswire-FirstCall/ -- Motorola, Inc. (NYSE:MOT) and Tut
Systems, Inc. (NASDAQ:TUTS) today announced that the two companies
have signed a definitive merger agreement, under which Motorola
will acquire all of the outstanding shares of Tut Systems common
stock for $1.15 per share in cash. The transaction has a total
equity value of approximately $39 million on a fully-diluted basis.
Tut Systems provides carrier-class end-to-end digital video
encoding, processing and distribution products. Their solutions
support MPEG-2 and MPEG- 4 AVC video compression, local ad
insertion, forward error correction, and real-time conditioning of
video and audio. Today, more than 160 service providers worldwide
deliver IPTV powered by Tut Systems digital video distribution
technology. The integration of Tut Systems' solutions with
Motorola's industry-leading digital video delivery solutions will
expand Motorola's ability to help service providers deploy advanced
video services over IP, ATM, or RF-based network architectures.
Motorola currently has deployed 2060 digital video networks and
over 50 million digital video set tops worldwide. "This transaction
brings together the telco-aware IPTV processing capabilities of Tut
Systems with Motorola's proven video delivery expertise. Together,
our combined portfolio will provide service providers with
next-generation solutions for delivering rich video experiences
into the connected home -- and out into the world," said Dan
Moloney, President, Motorola Connected Home Solutions. "We look
forward to adding the great people, technology and video expertise
of Tut Systems to the Motorola Connected Home Solutions team."
"Today is an exciting day for Tut Systems. Our stockholders will be
able to receive value for their investment, while our employees,
customers and strategic partners will benefit as we join together
with Motorola, an established, global leader in architecting and
deploying digital and IP video networks," said Sal D'Auria
President and CEO of Tut Systems. "Motorola's financial resources
and customer relationships will enable us to address larger
customer opportunities that were challenging as a smaller company.
My team is committed to working closely with Motorola to ensure a
rapid and seamless transition." Upon completion of the transaction,
Tut Systems will become a wholly-owned subsidiary of Motorola and
will be integrated into the Motorola Connected Home Solutions
business. Motorola intends to maintain Tut Systems' operations in
Lake Oswego, Oregon, San Diego California and Pleasanton
California. 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 transaction is subject to customary
closing conditions, including regulatory approvals and the approval
of Tut Systems' stockholders, and is expected to be completed in
the first quarter of 2007. About Tut Systems, Inc. Tut Systems,
Inc. delivers advanced content processing and distribution products
as well as comprehensive system integration services for deploying
next-generation data and video services over broadband networks.
Service providers, content providers and government agencies
worldwide use Tut Systems solutions to deliver broadcast-quality
video over broadband networks. Tut Systems is headquartered in Lake
Oswego, OR. For more information, visit http://www.tutsys.com/ or
call (971) 217-0400. About Motorola Motorola is known around the
world for innovation and leadership in wireless and broadband
communications. Inspired by our vision of Seamless Mobility, the
people of Motorola are committed to helping you get and stay
connected simply and seamlessly to the people, information, and
entertainment that you want and need. We do this by designing and
delivering "must have" products, "must do" experiences and powerful
networks -- along with a full complement of support services. A
Fortune 100 company with global presence and impact, Motorola had
sales of US $35.3 billion in 2005. For more information about our
company, our people and our innovations, please visit
http://www.motorola.com/. Forward-Looking Statements Certain
statements contained in this press release, including the expected
timetable for completing the proposed transaction between Motorola
and Tut Systems, future financial and operating results, benefits
and synergies of the transaction, future opportunities for the
combined company and products, any other statements regarding
Motorola's or Tut Systems' future expectations, beliefs, goals or
prospects, the near-term impact of the transaction on Motorola's
earnings per share, and any statements that are not statements of
historical facts might be considered forward-looking statements.
While these forward-looking statements represent managements'
current judgment of future events, they are subject to risks and
uncertainties that could cause actual results to differ materially
from those stated in the forward-looking statements. Important
factors that could cause actual results or events to differ
materially from those indicated by such forward-looking statements,
include: (i) the parties' ability to consummate the transaction;
(ii) the conditions to the completion of the transaction may not be
satisfied, or the regulatory approvals required for the transaction
may not be obtained on the terms expected or on the anticipated
schedule; (iii) the parties' ability to meet expectations regarding
the timing, completion and accounting and tax treatments of the
transaction; (iv) the possibility that the parties may be unable to
achieve expected synergies and operating efficiencies within the
expected time-frames or at all; (v) Motorola's ability to
successfully integrate Tut Systems' operations and technology into
those of Motorola and the possibility that such integration may be
more difficult, time-consuming or costly than expected; (vi)
revenues following the transaction may be lower than expected;
(vii) operating costs, customer loss and business disruption
(including, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers) may
be greater than expected following the transaction; (viii) the
retention of certain key employees at Tut Systems; and (ix) the
other factors described in Motorola's Annual Report on Form 10-K
for the year ended December 31, 2005 and its subsequent reports
filed with the SEC, and Tut Systems' Annual Report on Form 10-K for
the year ended December 31, 2005 and its subsequent reports filed
with the SEC. Motorola and Tut Systems assume no obligation to
update or revise any forward- looking statement in this press
release, and such forward-looking statements speak only as of the
date hereof. Additional Information about the Proposed Transaction
In connection with the proposed transaction and required
stockholder approval, Tut Systems will file with the SEC a
preliminary proxy statement and a definitive proxy statement. The
definitive proxy statement will be mailed to the stockholders of
Tut Systems. TUT SYSTEMS' STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND TUT SYSTEMS. When these documents become available,
investors and security holders may obtain free copies of these
documents and other documents filed with the SEC at the SEC's web
site at http://www.sec.gov/. In addition, investors and security
holders may also obtain free copies of the documents filed by Tut
Systems with the SEC by going to Tut Systems' Investor Relations
page on its corporate web site at http://www.tutsystems.com/. Tut
Systems and its officers and directors may be deemed to be
participants in the solicitation of proxies from Tut Systems'
stockholders with respect to the proposed acquisition. Information
about Tut Systems' executive officers and directors and their
ownership of Tut Systems common stock is set forth in the proxy
statement for Tut Systems' 2006 Annual Meeting of Stockholders,
which was filed with the SEC on April 18, 2006. Investors and
security holders may obtain more detailed information regarding the
direct and indirect interests of Tut Systems and its respective
executive officers and directors in the acquisition by reading the
preliminary and definitive proxy statements regarding the
acquisition, which will be filed with the SEC. In addition,
Motorola and its officers and directors may be deemed to be
participants in the solicitation of proxies from Tut Systems'
stockholders in favor of the approval of the proposed acquisition.
Information concerning Motorola's directors and executive officers
is set forth in Motorola's proxy statement for its 2006 Annual
Meeting of Stockholders, which was filed with the SEC on March 10,
2006. This document is available free of charge at the SEC's web
site at http://www.sec.gov/ or by going to Motorola's Investor
Relations page on its corporate web site at
http://www.motorola.com/. MOTOROLA and the Stylized M Logo are
registered in the US Patent and Trademark Office. All other product
or service names are the property of their respective owners.
http://www.newscom.com/cgi-bin/prnh/20020307/MOTLOGO
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http://photoarchive.ap.org/ DATASOURCE: Motorola, Inc. CONTACT:
Jennifer Erickson, Motorola +1-847-435-5320, ; Keith J. Wymbs, Tut
Systems, Inc., +1-971-217-0363, Web site: http://www.motorola.com/
http://www.tutsystems.com/
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