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Video hardware

Proxies Push for Terayon-Moto Marriage

Terayon Communication Systems Inc. on Monday took the unusual step of announcing that two independent proxy advisory firms have recommended that company stockholders vote in favor of its proposed merger with Motorola Inc. (NYSE: MOT) (See Motorola to Buy Terayon for $140M.)

The vote is set to take place during a special meeting slated for Thursday, June 28, 2007, at 11 a.m. Pacific Time. Terayon’s stockholders of record as of the close of business on May 18, 2007, are entitled to vote.

Those firms -- Glass, Lewis & Co. and Institutional Shareholder Services Inc. (ISS) -- also recommended that Terayon stockholders who vote for the proposed deal adjourn the special meeting if there are not sufficient votes to approve it, in order to provide additional time to solicit proxies.

For its part, ISS said its review found "that the merger agreement warrants shareholder support."

The blessings should help to dispel any rumors that the merger could be in jeopardy and, therefore, reaffirm that the deal is moving forward.

Although it's unusual for a company to make such an announcement ahead of the finalization of such a merger, "I do think it's likely that this deal closes," says Alan Bezoza, an analyst with Oppenheimer & Co. Inc. Those proxy firms -- which provide voting advice to hundreds of institutional investors, mutual and pension funds -- named in the announcement "have a lot of power," he adds.

Terayon and Motorola formally inked the merger on April 23, announcing that Motorola had agreed to pay $1.80 per Terayon share in cash, a bit below earlier speculation that the deal could fetch more than $2 per share. (See Motorola Nears Deal for Terayon.)

If sailing is smooth from here, the deal is expected to close in the third quarter of 2007.

Although in the middle of an acquisition, Terayon has continued to develop a new product that will eventually end up in Motorola's portfolio.

At last week's Society of Cable Telecommunications Engineers (SCTE) Cable-Tec Expo in Orlando, Fla., Terayon was showing off its latest entry: the CAP-1000, a follow-on to its flagship CherryPicker platform designed, among other things, to rate-shape MPEG-4 AVC standard- and high-definition video streams. (See Terayon Expands CherryPicker Lineup.)

— Jeff Baumgartner, Site Editor, Cable Digital News

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