Motorola to Expand Enterprise Capabilities Through Acquisition of Symbol Technologies

Motorola, Inc. and Symbol Technologies, Inc. have announced that the two companies have signed a definitive merger agreement, under which Motorola has agreed to acquire all of the outstanding shares of Symbol for $15 per share in cash. The transaction has a total equity value of approximately $3.9 billion on a fully-diluted basis. As of June 30, 2006, Symbol had approximately $200 million of net cash.

Symbol is a leader in designing, developing, manufacturing and servicing products and systems used in end-to-end enterprise mobility solutions featuring rugged mobile computing, advanced data capture, radio frequency identification (RFID), wireless infrastructure and mobility management. The company's products and services help customers increase workforce productivity, improve customer service and enhance operational efficiencies by delivering information in real-time, as people, information and assets are on-the-move. Symbol is recognized as an industry leader in technology innovation, with a world-class product portfolio and valuable intellectual property. In addition, Symbol has a strong partner network and possesses deep domain knowledge and expertise in key verticals including retail, travel and transportation, manufacturing, wholesale distribution and healthcare.

"Everything is going digital, and everything digital is going mobile -- this is especially evident in the way businesses are run today. Motorola and Symbol share the same vision of a digital, mobile world for enterprises that matches the world people enjoy at home and at play," said Motorola Chairman and CEO, Ed Zander. "This transaction significantly advances Motorola's enterprise mobility strategy and is consistent with our focus on building on our already strong intellectual property portfolio and extending Motorola's seamless mobility leadership. We are confident that this transaction will create significant value for stockholders by establishing a strong presence for Motorola in attractive adjacencies with enormous potential for sustained growth."

"We believe this is an outstanding transaction for our stockholders, associates, customers and partners," said Sal Iannuzzi, President and CEO of Symbol Technologies. "Motorola is at the forefront of mobile communications and enterprise solutions technology, making it the ideal partner for Symbol. This combination meets our goal of delivering value to our stockholders while creating exciting future growth opportunities for Symbol's associates and partners, and enhanced products and services for our customers. We look forward to working with the Motorola team to ensure a rapid and seamless transition."

"Motorola and Symbol share a common vision of providing enterprise mobility solutions. Symbol's world-class product platform complements Motorola's vision of seamless mobility and will be the core of Motorola's enterprise group," said Greg Brown, president of Motorola's Networks and Enterprise business. "By combining our adjacent assets, expertise, customer and supplier bases and industry-leading products, we will together be a leading player in enterprise mobility. We can also deliver significant value to both our customers and stockholders."

The acquisition of Symbol complements Motorola's vision to deliver seamless mobility solutions to the globe. Motorola's Networks and Enterprise business has more than 65 years of experience in meeting the mission-critical requirements of public safety, government and enterprise customers worldwide. This acquisition strengthens Motorola's breadth of product solutions and introduces an extensive array of experienced channel partners to provide our seamless mobility experience to the enterprise.

Upon completion of the transaction, Symbol will become a wholly owned subsidiary of Motorola and will be the cornerstone of Motorola's Networks and Enterprise business. Motorola intends to maintain Symbol's Holtsville, N.Y. headquarters, which will be the core of Motorola's global enterprise mobility business and serve as a center of excellence.

The transaction is expected to be accretive 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 regulatory approval and the approval of Symbol's stockholders, and is expected to be completed in late 2006 or early 2007.

The acquisition of Symbol will not affect the pace of Motorola's share repurchase activity.

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