Motorola Announces Total Consideration for Its Cash Tender Offers

SCHAUMBURG, Ill., June 7 /PRNewswire-FirstCall/ -- Motorola, Inc. (NYSE: MOT) announced today the reference yields and ranges of consideration for each series of debt securities subject to its previously announced Any and All Offer and Dutch Auction Offer (together, the "Offers"). The reference yields were calculated by the Lead Dealer Managers, J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc., at 2:00 p.m. EDT today.

Any and All Offer

The Any and All Offer Total Consideration per each $1,000 principal amount of debt securities validly tendered and accepted for payment pursuant to the Any and All Offer is based on the reference yield plus the fixed spread set forth in the table below. Holders whose debt securities are purchased pursuant to the Any and All Offer will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, the Any and All Offer Settlement Date, which is expected to be June 8, 2010, unless the Any and All Offer is extended.

The Any and All Offer will expire at 5:00 p.m. EDT on June 7, 2010, unless extended.  Holders of debt securities subject to the Any and All Offer must validly tender and not validly withdraw their debt securities before 5:00 p.m. EDT on the Any and All Offer Expiration Date to be eligible to receive the Any and All Offer Total Consideration.

Dutch Auction Offer

The Dutch Auction Offer Total Consideration for each series per each $1,000 principal amount of debt securities validly tendered and accepted for payment pursuant to the Dutch Auction Offer is based on the reference yield plus a base spread specified for the series minus a premium that is not less than zero basis points or greater than 25 basis points, as determined by the modified "Dutch Auction" procedure described in Motorola's Offer to Purchase dated May 24, 2010. Holders whose debt securities are purchased pursuant to the Dutch Auction Offer will also receive accrued and unpaid interest thereon from the applicable last interest payment date up to, but not including, the Dutch Auction Offer Settlement Date, which is expected to be June 22, 2010, unless the Dutch Auction Offer is extended.

Annex A to this release contains matrices indicating the nominal dollar prices associated with tenders made pursuant to the Dutch Auction Offer at different premiums for each series of debt securities per $1,000 principal amount of debt securities (including the $50 early tender premium) and excluding accrued and unpaid interest. Debt securities tendered after the Early Tender Date will receive $50 less than amounts listed in Annex A.

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 must validly tender and not validly withdraw their debt securities before 5:00 p.m. EDT on June 7, 2010, unless extended, to be eligible to receive the applicable Dutch Auction Offer Total Consideration, which includes an Early Tender Premium of $50 per $1,000 principal amount of debt securities accepted for purchase pursuant to the Dutch Auction Offer.  Holders of debt securities subject to the Dutch Auction Offer who validly tender their debt securities after 5:00 p.m. EDT on June 7, 2010 (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.

Debt securities subject to the Dutch Auction Offer tendered before the Early Tender Date may be validly withdrawn at any time before 5:00 p.m. EDT on the Early Tender Date, but not thereafter unless otherwise required by applicable law.  Debt securities subject to the Dutch Auction Offer tendered after the Early Tender Date may not be validly withdrawn, unless otherwise required by applicable law.

Under the modified "Dutch Auction" procedure, Motorola will accept debt securities validly tendered in the order of lowest to highest premiums specified by the Holders and will select the single lowest premium that will enable Motorola to purchase debt securities in the Dutch Auction Offer in an aggregate principal amount up to the Tender Cap.  Holders who tender their debt securities without specifying a premium will be deemed to have specified a premium of zero basis points.

General

The terms and conditions of the Any and All and Dutch Auction Offers, including the conditions of Motorola's obligation to accept the notes tendered and to pay the applicable Total Consideration or Tender Consideration plus accrued and unpaid interest, are set forth in the Offer to Purchase dated May 24, 2010 and the related Letter of Transmittal. The Any and All and Dutch Auction Offers are each conditioned upon satisfaction or waiver of certain conditions described in the Offer to Purchase 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 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 tender 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, 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.

ANNEX A

SOURCE Motorola, Inc.