Motorola, Inc. and Netopia, Inc. have signed a definitive merger agreement, under which Motorola will acquire all of the outstanding shares of Netopia common stock for $7.00 per share in cash. The transaction has a total equity value of approximately $208 million on a fully-diluted basis. As of September 30, 2006, Netopia had approximately $28 million of net cash.

Netopia is a leader in providing carrier-class broadband customer premise equipment (CPE), remote management software, and broadband services to telecom operators worldwide. The company provides a full portfolio of products designed for DSL networks, including wired and wireless modems, routers, and gateways. The company's products deliver voice, video, data, and other advanced services to residential and business customers.

"Motorola and Netopia share a common vision of the connected home as the hub for seamless mobility. This acquisition advances our vision by strengthening the Connected Home Solutions business position as a leading supplier of technology and services to telecom providers worldwide," said Dan Moloney, President, Motorola Connected Home Solutions. "We look forward to adding the great people, technology and telecom marketing expertise of Netopia to the Motorola Connected Home Solutions team." "This transaction represents an outstanding opportunity for us to deliver significant value to the stockholders, employees, customers, and strategic partners of Netopia," said Alan Lefkof, President and CEO of Netopia, Inc. "We are confident that combining Netopia's expertise in telecom CPE products with Motorola's proven track record of delivering connected home solutions to broadband providers worldwide will create exciting future growth opportunities for both companies. My team is committed to working closely with Motorola to ensure a rapid and seamless transition."

The acquisition enables Motorola to further address the global broadband DSL opportunity. Netopia's carrier-class portfolio of products and technologies extends Motorola's current solutions for the emerging IPTV opportunity. As a combined product portfolio, Motorola will now offer a full suite of home CPE for copper-based telecom networks – including home media hubs, voice gateways, and IP set-tops. This will complement the leading video, voice, and data portfolio Motorola already provides for HFC and optical network operators worldwide.

Further, Netopia's software solutions add unique service and device management capabilities to Motorola. This proven platform provides for the centralized management of IP-based gateways, modems, and voice-over-IP equipment.

Upon completion of the transaction, Netopia will become a wholly-owned subsidiary of Motorola and will be integrated into Motorola's Connected Home Solutions business. Motorola intends to maintain Netopia's Emeryville, CA, headquarters, which will serve as the new headquarters of Motorola's global voice and data CPE business. Alan Lefkof will join Motorola, reporting directly to Dan Moloney.

The transaction is expected to be neutral to Motorola's earnings per share in the first year following closing, excluding certain non-cash charges relating to amortization associated with acquired intangibles and other one-time accounting and transaction-related costs. The acquisition is subject to customary closing conditions, including regulatory approval and the approval of Netopia stockholders, and is expected to be completed in early 2007.