Monday, November 5, 2007

Motorola Commences Tender Offer to Acquire Controlling Interest in Vertex Standard Co., Ltd., to Form Joint Venture with Tokogiken

Motorola, Inc. announced today that its subsidiary, MI, Inc., will launch a tender offer to acquire a controlling interest in Vertex Standard Co., Ltd. (JASDAQ: 6821), a global provider of 2-way radio communication solutions. Upon successful completion of the tender offer and subsequent restructuring process, Motorola will own 80% of Vertex Standard and Tokogiken, a privately held Japanese company, controlled by Jun Hasegawa, current president and CEO of Vertex Standard, will retain 20%, forming a joint venture. On 5 November 2007, the Board of Directors of Vertex Standard expressed their support of the tender offer.

"As a leading provider and pioneer in 2-way radio communication solutions, Motorola is an excellent strategic partner for our business," said Jun Hasegawa, president and CEO of Vertex Standard. "The joint venture will give Vertex Standard access to Motorola's global distribution channels, presenting considerable opportunities for Vertex Standard to drive growth. We also expect to reduce costs, as we will benefit from Motorola's global scale and resources. With Motorola, Vertex Standard will be stronger and better positioned to deliver new and innovative 2-way radio solutions for professionals and consumers around the world."

"This joint venture will enable Motorola and Vertex Standard to deliver an enhanced combined product offering to new regions and customers worldwide," said Mark Moon, senior vice president of Motorola's Government and Commercial Markets. "We are extremely pleased to announce this transaction, which will improve our ability to address the growing needs of our 2-way radio customers worldwide. We look forward to the continued leadership of Jun Hasegawa and making this new joint venture a success."

The tender offer price is 2,214 yen (approximately US $19.38) per share of common stock. This price represents:
- A premium of 38.4% over 1600 yen, the closing price of VertexStandard's shares on the JASDAQ Securities Exchange, Inc. on 2 November2007
- A premium of 40.8% over 1573 yen, the average closing price of VertexStandard's shares on the JASDAQ Securities Exchange, Inc. over the lastthree months to 2 November 2007

The total purchase price for 80% of the outstanding shares on a fully diluted basis will be approximately 12.3 billion yen (approximately US $108 million).

Vertex Standard is a leader within the Land Mobile Radio segment, where the company continues to demonstrate particular brand strength in high value, entry level solutions. The joint venture will develop and sell Vertex Standard branded products and develop select Motorola branded products. The Motorola brand will continue to focus on higher featured, higher tier products and continue to utilize existing Motorola distribution channels.

The joint venture will expand and develop a comprehensive suite of products to address the rapidly growing demand for 2-way radio solutions. Vertex Standard's strength in the Amateur, Marine and Airband (Avionics) segments will also provide Motorola with access to new business opportunities. In addition, Vertex Standard's solutions are highly complementary with Motorola's products and will add greater depth and breadth to Motorola's Government and Public Safety business. The venture will also provide additional engineering talent for Motorola.

Additional Transaction Details
Upon successful completion of the tender offer and subsequent planned restructuring, Vertex Standard will be de-listed from the JASDAQ. The joint venture company will continue to be called "Vertex Standard Co., Ltd" and will become a subsidiary of Motorola, with headquarters in Tokyo.

The shareholders of Vertex Standard who do not tender their shares in the tender offer will receive cash consideration for the shares which they hold as a result of the restructuring following successful completion of the tender offer.

The tender offer, which is subject to regulatory and other customary conditions, is expected to close in early January 2008. In addition, Motorola must complete the tender offer within 60 working days of its commencement, as required by Japanese law.