Motorola completes cash tender offer for Next Level Communications, getting all outstanding shares of common stock at $1.18 per

April 14, 2003

2 Min Read

SCHAUMBURG, Ill. -- Motorola, Inc. (NYSE: MOT) announced today that it has successfully completed its cash tender offer of $1.18 per share for all outstanding shares of common stock of Next Level Communications, Inc. (Nasdaq: NXTV). The offer and withdrawal rights expired at 5 pm EDT on Friday, April 11, 2003. According to the report of the depositary for the tender offer, 13,306,988 million shares of Next Level common stock have been tendered and not withdrawn (including 706,145 shares of common stock subject to guaranteed delivery). As a result of the tender offer, Motorola will own approximately 88.7 percent of Next Level's outstanding common stock. Motorola intends to make prompt payment for the shares properly tendered and accepted, and in the case of shares tendered by guaranteed delivery procedures, after timely delivery of shares and required documentation. Motorola will acquire the remaining ownership of Next Level not owned by Motorola as a result of the tender offer through a short-form merger pursuant to which Next Level's remaining shareholders (other than Motorola, its subsidiaries and shareholders properly exercising dissenters' rights) will be entitled to receive $1.18 per share in cash, without interest. Such a short- form merger does not require the approval of or prior notice to Next Level's board or other stockholders. Motorola intends to convert certain shares of Next Level preferred stock to shares of Next Level common stock to achieve the 90% ownership threshold required to effect the short-form merger under Delaware law. "With the tender offer successfully behind us, we can now begin the important work of reintegrating Next Level's business into our operations, providing a sound financial base to continue its development of compelling broadband solutions to wireline operators," said Christopher B. Galvin, chairman and chief executive officer of Motorola. "Incorporating Next Level's high speed data, video and voice products into our broader suite of telecom solutions continues Motorola's rich heritage of providing innovative ways to enhance and differentiate our customers' business models." Motorola Inc.

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