Motorola to Acquire Terayon Communication Systems Transaction Strengthens Motorola's Capabilities in the Delivery of an

End-To-End Next Generation Digital Video Solution

SCHAUMBURG, Ill. and SANTA CLARA, Calif., April 23

/PRNewswire-FirstCall/ -- Motorola, Inc. (NYSE:   MOT) and Terayon
 Communication Systems, Inc. (Pink Sheets:   TERN.PK) today announced that the
 two companies have signed a definitive merger agreement, under which
 Motorola will acquire all of the outstanding shares of Terayon's common
 stock for $1.80 per share in cash. The transaction will have a total equity
 value of approximately $140 million on a fully-diluted basis.
     Terayon is dedicated to creating video processing solutions that
 optimize bandwidth and enable content to be delivered based upon the
 regional and local interest of viewers. This can accelerate a service
 provider's ability to evolve and capitalize on new business opportunities.
     The integration of Terayon and its software-driven application
 solutions will enhance Motorola's video infrastructure and seamless
 mobility core by providing Motorola with industry-recognized video
 processing solutions that enable digital ad insertion, motion and graphical
 overlays, channel branding and channel line-up solutions as well as
 cutting-edge ad insertion delivery technologies.
     "Operators around the world are looking for a digital video core that
 will maximize bandwidth and enable the delivery of revenue-generating
 services," said Dan Moloney, President, Motorola Connected Home Solutions.
 "The acquisition of Terayon will enhance Motorola's end-to-end portfolio
 for the delivery of next-generation services such as targeted advertising
 and program insertion solutions."
     "Through this proposed merger with Motorola, Terayon will be able to
 expand its reach and integrate our technology into a diverse set of video
 platforms," said Jerry Chase, CEO, Terayon Communication Systems. "Our
 customers can expect to experience the benefits of a more fully integrated
 video platform from an acknowledged industry leader."
     Upon completion of the transaction, Terayon will become a wholly-owned
 subsidiary of Motorola and will be integrated into the Motorola Connected
 Home Solutions business. Motorola intends to maintain Terayon's operations
 in Santa Clara, CA.
     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 Terayon's stockholders, and is expected to be completed
 in the second or third quarter of 2007.
     About Terayon
     Terayon Communication Systems, Inc. (Pink Sheets:   TERN.PK) provides
 real- time digital video networking applications to cable, satellite and
 telecommunication service providers worldwide, which have deployed more
 than 7,800 Terayon CherryPicker(TM) and related digital video system
 components to localize services and advertising on-demand and brand their
 programming, insert millions of digital ads, offer HDTV and other digital
 video services. Terayon maintains its headquarters in Santa Clara, CA, has
 sales and support offices worldwide and is on the web at
 http://www.Terayon.com.
     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 connect
 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 $42.9 billion in 2006. 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 Terayon Communication 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
 Terayon Communication Systems' future expectations, forecasts, projections,
 estimates, 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 or implied in any forward- looking statements. Important
 factors that could cause actual results or events to differ materially from
 those indicated by such forward-looking statements include, without
 limitation, the following: (i) the parties' ability to consummate the
 transaction; (ii) the shareholder and regulatory approvals required for the
 transaction may not be obtained on the terms expected, or in a timely
 manner, or the other closing conditions to the completion of the
 transaction may not be satisfied; (iii) the parties' ability to meet
 expectations regarding the accounting and tax treatment of the transaction;
 (iv) the possibility that the parties may be unable to achieve expected
 synergies and operating efficiencies within the expected timeframe or at
 all; (v) Motorola's ability to successfully integrate Terayon Communication
 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) the risk that announcement of the proposed transaction
 may negatively affect Terayon's relationship with its employees, customers,
 clients or suppliers; (viii) unexpected costs or liabilities resulting from
 the proposed transaction; (ix) diversion of management's attention from the
 operation of the business as a result of preparations for the proposed
 transaction; and (x) the other factors described in Motorola's Annual
 Report on Form 10-K for the year ended December 31, 2006 and its subsequent
 reports filed with the SEC, and Terayon Communication Systems' Annual
 Report on Form 10-K for the year ended December 31, 2006 and its subsequent
 reports filed with the SEC. Readers are strongly urged to read the full
 cautionary statements contained in these materials. There can be no
 assurance that the transactions contemplated by the merger agreement will
 be consummated. Motorola and Terayon Communication 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, Terayon Communication 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 Terayon
 Communication Systems. TERAYON COMMUNICATION 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 TERAYON COMMUNICATION 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 Terayon
 Communication Systems with the SEC by going to Terayon Communication
 Systems' Investor Relations page on its corporate web site at
 http://www.Terayon.com.
     Terayon Communication Systems and its officers and directors may be
 deemed to be participants in the solicitation of proxies from Terayon
 Communication Systems' stockholders with respect to the proposed
 transaction. Information about Terayon Communication Systems' executive
 officers and directors and their ownership of Terayon Communication
 Systems' common stock is set forth in Terayon's Annual Report on Form 10-K
 for the fiscal year ended December 31, 2005 filed with the SEC on December
 29, 2006. Investors and security holders may obtain more detailed
 information regarding the direct and indirect interests of Terayon
 Communication Systems and its respective executive officers and directors
 in the acquisition by reading the preliminary and definitive proxy
 statements regarding the transaction, 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 Terayon Communication
 Systems stockholders in favor of the approval of the proposed transaction.
 Information concerning Motorola's directors and executive officers is set
 forth in Motorola's proxy statement for its 2007 Annual Meeting of
 Stockholders, which was filed with the SEC on March 2, 2007. 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. Terayon and the Terayon logo are registered trademarks of
 Terayon Communication Systems, Inc. All other product or service names are
 the property of their respective owners.
 
 

SOURCE Motorola, Inc.
RELATED LINKS
http://www.motorola.com

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