Motorola Announces Results for Its Any and All Offer, an Increase in the Tender Cap and Early Tender Date Results of Its Dutch Auction Offer

Jun 08, 2010, 08:00 ET from Motorola, Inc.

SCHAUMBURG, Ill., June 8 /PRNewswire-FirstCall/ -- Motorola, Inc. (NYSE: MOT) announced today that approximately $138,183,000 aggregate principal amount of its 5.22% Debentures due 2097 were validly tendered and not validly withdrawn prior to 5:00 p.m. EDT on June 7, 2010, the Expiration Date for its previously announced cash tender offer for any and all of such debt securities (the "Any and All Offer").

Motorola has accepted for payment all debt securities validly tendered and not validly withdrawn in the Any and All Offer and expects to make payment for such debt securities in same-day funds on June 8, 2010.

Title of Security

CUSIP Number

Principal Amount Outstanding

Principal Amount Tendered

Percentage of Outstanding Amount Tendered

5.22% Debentures due 2097

620076AM1

$251,939,000

$138,183,000

54.85%

Motorola also announced that it has increased the combined aggregate principal amount of debt securities that it is offering to purchase in the Any and All Offer and the Dutch Auction Offer (together, the "Offers") from $400 million to $500 million (as increased, the "Tender Cap").  Except as amended by this press release, all other terms and conditions of the Offers as described in the Offer to Purchase dated May 24, 2010 (the "Offer to Purchase") and related Letter of Transmittal remain unchanged.

Motorola has set the maximum principal amount of debt that may be purchased pursuant to the Dutch Auction Offer as $361,817,000. Such maximum amount is equal to the difference between the new Tender Cap of $500 million and the principal amount of debt purchased in the Any and All Offer.  The aggregate principal amount of each series of debt securities that has been validly tendered and not withdrawn pursuant to the Dutch Auction Offer as of 5:00 p.m. EDT on June 7, 2010 (the "Early Tender Date") is set forth in the table below.

Title of Security

CUSIP Number

Principal Amount Outstanding

Principal Amount Tendered

Percentage of Outstanding Amount Tendered

6.50% Debentures due 2025

620076AK5

$378,669,000

$70,984,000

18.75%

6.50% Debentures due 2028

620076AP4

$285,590,000

$82,748,000

28.97%

6.625% Senior Notes due 2037

620076BA6

$446,444,000

$244,814,000

54.84%

Because the aggregate principal amount outstanding of the debt securities tendered pursuant to the Dutch Auction Offer as of the Early Tender Date, when withdrawal rights terminated, exceeds the Tender Cap, such debt securities, if accepted for purchase, will be purchased on a pro rata basis, and debt securities not purchased will be returned to the holders.  

The Dutch Auction Offer will expire at 12:00 Midnight EDT on June 21, 2010, unless extended.  Holders of debt securities subject to the Dutch Auction Offer who validly tender their debt securities after the Early Tender Date and before the Dutch Auction Offer Expiration Date will only be eligible to receive an amount equal to the applicable Dutch Auction Offer Total Consideration minus the Early Tender Premium of $50 per $1,000 principal amount of debt securities accepted for purchase pursuant to the Dutch Auction Offer.  

The complete terms and conditions of the Offers are described in the Offer to Purchase, as amended hereby, and the related Letter of Transmittal.  Motorola has retained J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. to serve as the Lead Dealer Managers for the Offers.  J.P. Morgan Securities Inc. may be contacted at (866) 834-4666 (toll free) or (212) 834-4802 (collect) and Deutsche Bank Securities Inc. may be contacted at (866) 627-0391 (toll free) or (212) 250-2955 (collect).  Motorola has also retained Global Bondholder Services Corporation to serve as the Depositary and Information Agent for the Offers.

Any questions or requests for assistance or additional copies of the Offer to Purchase and the related Letter of Transmittal may be directed to Global Bondholder Services Corporation by phone at (866) 873-7700, or in writing at 65 Broadway - Suite 404, New York, NY, 10006, Attention: Corporate Actions.  You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offers.

This press release is not a tender offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase, as amended hereby, and the related Letter of Transmittal.  In any jurisdiction where the laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed made on behalf of Motorola by J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc., or one or more registered brokers or dealers under the laws of such jurisdiction.

This release contains forward-looking statements with respect to the timing and principal amount of debt securities to be purchased in two separate cash tender offers, including certain terms and conditions of the offers.  Although Motorola believes that the expectations contained in this release are based on reasonable assumptions, no assurance can be given that such expectations will prove to have been correct.  Actual results may differ materially from the anticipated results or expectations expressed in this release.  Motorola, Inc. has included in its Annual Report on Form 10-K for the year ended December 31, 2009 and in other SEC filings, cautionary language identifying important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

About Motorola

Motorola is known around the world for innovation in communications and is focused on advancing the way the world connects.  From broadband communications infrastructure, enterprise mobility and public safety solutions to high-definition video and mobile devices, Motorola is leading the next wave of innovations that enable people, enterprises and governments to be more connected and more mobile.  Motorola (NYSE: MOT) had sales of US $22 billion in 2009. For more information, please visit www.motorola.com.

Media Relations Contacts:

Jennifer Erickson

Motorola, Inc.

+1 847-435-5320

jennifer.erickson@motorola.com

Investor Relations Contacts:

Dean Lindroth

Motorola, Inc.

+1 847-576-6899

dean.lindroth@motorola.com

SOURCE Motorola, Inc.



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