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Filed by Motorola, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Motorola, Inc.
Commission File No. 001-07221
On February 22, 2000, Motorola, Inc. announced its proposed acquisition of
C-Port Corporation, a Delaware corporation. The following acquisition fact sheet
was first used on February 22, 2000:
ACQUISITION FACT SHEET
Motorola and C-Port
February 22, 2000
Background: Motorola, Inc. (NYSE: MOT) announced today that it will acquire
C-Port Corporation, a North Andover, Mass.-based company that has
pioneered the development of high-end, fully programmable network
processors used in Internet switches and routers. Motorola has
agreed to issue approximately 2.9 million shares of common stock,
valued at approximately $430 million at the time of agreement, to
acquire C-Port, a closely held company founded in 1997. The
transaction, which is subject to regulatory approvals and
approval of the C-Port shareholders, is expected to be completed
late in the second quarter. Motorola's Digital DNA(TM) technology
is the heart of smart. C-Port will continue to be headquartered
in North Andover, Mass., where it employs around 90 people. It
will be a part of Motorola Networking and Computing Systems
Group, based in Austin, Texas.
Purpose: As the world's leading provider of embedded processors, Motorola
Semiconductor Products Sector (SPS), with this acquisition, will
strengthen its product portfolio in the networking equipment
industry. Unlike some other microprocessor suppliers, Motorola
SPS and C-Port both support open standards for the network
processor marketplace, which they feel represent the future of
the industry. Motorola SPS has been supplying communications
processor technology to the networking equipment industry for
more than a decade, including hardware, software, and development
tools. C-Port has been a pioneer in developing fully programmable
network processor for the network equipment industry.
. The world demands smarter networks faster to handle the
proliferation of e-commerce, multimedia content, and other
Internet services.
- Together, Motorola and C-Port deliver the
DigitalDNA(TM) technology needed to power the heart of
smart networking equipment.
- Motorola with best-in-class resources and
infrastructure combined with C-Port's best-in-class
architecture enables the companies to bring smart
networks to market more quickly.
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. Motorola is a leader in the communications processor market.
- Motorola has over 300 customers and 4000 design wins.
- Motorola has been a leader in this market since the
first communications processors were delivered in 1989.
. Motorola now enables the highest bandwidth segment of
network processing applications, and now offers customers a
scalable family of solutions.
- SOHO to Edge to Access to Core.
- Communications processors form the basis of a platform
system solution for high-speed switching including:
. Network Processors for high-speed datapath
switching
. Integrated Communications Processors for SOHO, low
speed switching, and "slowpath" data handling
. Host processors for system administration
. Star*Core for Digital Signal processing
. Software
. Interconnect technology
. And more to come...
The Companies:
Motorola Motorola, Inc. is a global leader in providing integrated
communications solutions and embedded electronic solutions. Sales
in 1999 were $30.9 billion.
As the world's #1 producer of embedded processors, Motorola
Semiconductor Product Sector (SPS)offers multiple DigitalDNA(TM)
technologies which enable its customers to create "smart"
products and new business opportunities in the networking and
computing, wireless communications, transportation, and imaging
and entertainment markets. Motorola's worldwide semiconductor
sales were $7.4 billion USD in 1999.
The Network and Computing Systems Group (NCSG) housed within SPS
is chartered with driving Motorola's communications processing
initiative.
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C-Port C-Port is focused on radically improving the networking
industry's ability to develop, deploy, and provision
communications services. Combining expertise in full-custom
microprocessors, networking and software development tools, C-
Port delivers the industry's first communications platform, which
focuses on software. This approach differs radically from
traditional solutions and ensures products and services come to
market quickly and stay in the market longer.
Headquarters:
Motorola Motorola Networking and Computing Systems Group is headquartered
in Austin, Texas.
Motorola's worldwide operations are headquartered in Schaumburg,
Illinois.
C-Port C-Port is headquartered in North Andover, Massachusetts.
Management Team:
Motorola Fred Tucker is president, Motorola Semiconductor Products Sector,
and executive vice president and deputy to the chief executive
office of Motorola, Inc.
Daniel Artusi is corporate vice president and general manager of
Motorola Networking and Computing Systems Group, Semiconductor
Products Sector
C-Port Larry Walker is president, CEO, and co-founder of C-Port
Applications: This communications processor solution can be used by service
providers and networking equipment manufacturers involved with
optical edge switches, web switches, IP edge routers, Terabit
routers, multi-service access platforms, test equipment,
broadband wireless infrastructure, brand office routers, IP
telephony gateways, 3G basestations, ADSL digital modems, DSLAMs,
etc.
Employees:
Motorola 130,000 in Motorola, approximately 2,000 in NCSG
C-Port Around 90
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Solutions: The C-5(TM) Digital Communications Processor (DCP), the
first member of the C-Port(TM) DCP family of communications
processors, is specially designed for networking
applications. Its high-level of programmability and wire-
speed performance makes it the best foundation for building
networking products and services.
C-5 DCP key features include:
. Complete programmability, supporting universal
networking applications
. A simple programming model, leading to faster time-to-
market
. Maximum system flexibility, enabling longer time-in-
market(TM)
. Massive processing power, providing scalable
performance
. High functional integration, lowering total system
costs
. Stable programming interfaces, delivering higher
availability
. Third-party support, encouraging continuous innovation
in the industry
Recent Industry Recognition:
Motorola EDN- Hot 100 Products, Warplink
EDN Europe - Hot 50 Products, Warplink
PowerPC(R) - Component of the Year, Dabbagh Info Tech Group
(DIT)
C-Port EDN - Hot 100 Products
Microprocessor Design Resources - Finalist for Analyst's
Choice Award for Best Embedded Processor
Red Herring - Hot List for East Coast Start Ups
Network World - Larry Walker named one of the Network
Industry's Most Powerful People
URLs: www.motorola.com
www.motorola.com/semiconductors
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www.motorola.com/semiconductors/smartnetworks
www.cportcorp.com
Editorial Contacts: Bonnie Quintanilla or Rob Shapiro or
Ronda Grech Andy Tannen
Manning, Selvage & Lee Manning, Selvage & Lee
805.494.0830 212.213.0909
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Documents relevant to the acquisition:
Motorola will be filing a registration statement containing a proxy
statement/prospectus and other relevant documents concerning Motorola's
acquisition of C-Port with the United States Securities and Exchange Commission
(the "SEC"). WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the
documents free of charge at the SEC's web site, www.sec.gov. In addition,
documents filed with the SEC by Motorola will be available free of charge by
contacting Motorola Investor Relations at 1303 East Algonquin Road, Schaumburg,
Illinois 60196, Telephone (800) 262-8509. READ THE PROXY STATEMENT/PROSPECTUS
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
Business Risks:
Statements about Motorola's future financial performance, the likelihood that
the transaction will be consummated in a timely manner and the financial impact
of the transaction are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. It is uncertain whether any
of the events anticipated by the forward-looking statements will transpire or
occur, or, if any of them do so, what impact they will have on the results of
operations and financial condition of the Semiconductor Products Sector,
Motorola or the price of its stock. Motorola wishes to caution the reader that
the following factors and those in its 1999 Proxy Statement on pages F-15
through F-18, in its Form 10-Q for the period ending October 2, 1999, and in its
other SEC filings could cause the actual results of Motorola or the
Semiconductor Products Sector to differ materially from those in the forward-
looking statements: the ability of the companies to successfully integrate C-
Port's business and capitalize on the combined technologies; and factors
affecting the future evolution of the communications processor market and
related technology.
