[MD1] Motorola's Semiconductor to Acquire Metrowerks
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[MD1] Motorola's Semiconductor to Acquire Metrowerks

Motorola's Semiconductor Products Sector Announces Intention to Purchase
Metrowerks Inc.

SCHAUMBURG, Ill., Aug. 19 /PRNewswire/ -- Motorola, Inc. (NYSE: MOT) today
announced that Motorola and Metrowerks Inc. (Nasdaq: MTWK; Toronto: MWK)
have agreed that Motorola's Semiconductor Products Sector will offer to
acquire all of the outstanding common shares of software tools developer
Metrowerks in an all cash bid at a price of U.S.$6.25 (approximately Cdn
$9.25) per share, or approximately U.S.$95 million (approximately Cdn. $141
million) for the publicly traded, Canadian corporation.

Founded in 1985 and headquartered in Austin, Texas, Metrowerks designs,
develops, markets and supports professional software development tools used
by programmers to create software applications. Metrowerks' flagship
product line, CodeWarrior consists of a suite of programming tools used by
developers worldwide to create software in the C, C++, Java and assembly
programming languages. CodeWarrior has more than 200,000 registered users
in 80 countries.

"Metrowerks has an exceptional team, and its CodeWarrior software
development products are among the industry's best for desktop and embedded
systems programming, covering microprocessors, microcontrollers and digital
signal processors," said Hector de J. Ruiz, Ph.D., president of Motorola
Semiconductor Products Sector. "We intend for Metrowerks to be a core
component of our open and extensible software development tools expertise
for enabling our DigitalDNA embedded solutions leadership."

Jean Belanger, chairman and chief executive officer of Metrowerks said, "We
are enthusiastic about the offer being made by Motorola and believe it
provides an attractive price to our shareholders."

The Board of Directors of Metrowerks unanimously approved the transaction
with Motorola and will recommend to the Metrowerks' shareholders that they
tender their shares. Jean Belanger, chairman and chief executive officer,
and Greg Galanos, founder, president and chief technology officer, each of
whom holds approximately 12% of the common shares of Metrowerks on a fully
diluted basis, have irrevocably agreed to tender their shares to the
Motorola bid. The take-over bid, which is expected to commence within the
next two weeks, is subject to the tender of at least 77% of the common
shares outstanding, the termination or expiration of the waiting period
under the Hart-Scott-Rodino Act, other regulatory approvals and certain
other terms and conditions.

In the event of a termination of the agreement between Motorola and
Metrowerks, under certain circumstances Motorola would be entitled to a
termination fee of U.S.$4.7 million. In addition, Metrowerks has granted
Motorola, an irrevocable option to acquire up to 19.9% of Metrowerks'
common equity in the event the termination fee is payable. The aggregate
economic value to Motorola of the termination fee and the exercise of the
option will not exceed U.S.$4.7 million.

Metrowerks develops and sells programming tools in five major market
segments: the desktop Macintosh and Windows market, the Linux market, the
embedded proprietary operating systems market, the real-time operating
systems ("RTOS")/Windows CE market and the Java technology market.
Metrowerks employs about 240 people, with 150 in R&D. Austin-based
employment is 200; the remainder of employees are located in offices in
Silicon Valley, Montreal, Ottawa, Germany, Tokyo and Boston.

Motorola intends to operate Metrowerks as a standalone subsidiary, which
will retain its current name and management team.

About Motorola

Motorola is a global leader in providing integrated communications
solutions and embedded electronic solutions. Sales in 1998 were $29.4
billion. As the world's No. 1 producer of embedded processors, Motorola's
Semiconductor Products Sector, based in Austin, Texas, offers multiple
DigitalDNA solutions that enable its customers to create new business
opportunities in the consumer, networking and computing, transportation,
and wireless communications markets. (Additional information is available
at www.motorola.com)

Statements about the consummation of the take-over bid, the expected date
of completion for the transaction and Metrowerks' future operation are
forward-looking and involve risks and uncertainties. Motorola wishes to
caution the reader that unanticipated delays in initiating or completing
the transaction and those factors contained in Motorola's 1999 Proxy
Statement on pages F-15 through F-18 and in its other SEC filings could
cause actual results to differ materially from those stated in the
forward-looking statements. /CONTACT: Media: Ken Phillips of Motorola,
602-952-3852, rspc30@email.sps.mot.com; or Kathy Hill of Metrowerks,
512-873-4787, khill@metrowerks.com/

About Metrowerks

For more information about our company, refer to our About Metrowerks page.

Metrowerks, the Metrowerks logo and CodeWarrior are registered trademarks
of Metrowerks Inc. All other company and product names may be registered
trademarks or trademarks of their respective companies/holders, and are
hereby recognized.

Statements in this press release are forward looking statements that
involve risks and uncertainties, including successful and timely
development of the product and customer acceptance of the product.
Metrowerks
9801 Metric Blvd.
Austin, TX 78758
800.377.5416
fax: 512.873.4901
info@metrowerks.com

 
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