June 17, 2008

Alcatel-Lucent acquires Motive for $67.8M

Alcatel-Lucent announced that it has entered into a definitive agreement to acquire Motive, Inc.  through a cash tender offer for all outstanding Motive shares at a price of USD 2.23 per share, representing a value of approximately USD 67.8 million.

The purchase price of USD 2.23 per share represents a premium of approximately 53% over the closing price of the shares on June 16, 2008 and a premium of approximately 51% over the average closing price of the shares for the 90 days prior to June 16, 2008. The transaction is expected to close by early in the fourth quarter of 2008.

The acquisition extends a productive three-year relationship between Alcatel-Lucent and Motive. The two companies jointly develop and sell remote management software solutions for automating the deployment, configuration and support of advanced home networking devices called residential gateways. Today Alcatel-Lucent and Motive have more than 40 joint customers including AT&T, Verizon, BT, Vodafone Portugal and Swisscom.

Alcatel-Lucent also resells Motive’s solutions that help service providers seamlessly integrate voice, video and data into a single, connected experience by automating and remotely managing key customer touch points throughout the service lifecycle, across multiple services, networks and devices.

“Motive has always been an innovator in helping service providers shorten service activation time and increasing customer satisfaction with broadband services by developing solutions allowing better visibility into home networks,” said Luis Martinez Amago, President of Alcatel-Lucent’s fixed access activities. “Integrating Motive’s broadband and mobile service management expertise with our portfolio of wireline and wireless access technologies will allow customers to offer a new generation of complex services, blurring the boundaries between fixed and mobile networks, and increasing customer retention but without adding operational complexity.”

“This strategic combination is a natural evolution of our existing relationship and provides Motive the scale needed to meet the long-term needs of our customers,” said Alfred Mockett, Chairman and CEO, Motive. “Alcatel-Lucent and Motive have a complementary worldwide footprint of customers and partners, and a history of working together to help ensure the success of our joint customers. With this acquisition, Motive gains access to capital, technology and people necessary to deliver on our commitments and ensure a secure future for our customers.”

Motive has 300 employees worldwide with R&D operations in Austin, Texas and Bangalore, India and will become part of Alcatel-Lucent’s Fixed Access Division, within the Carrier Business Group.

The transaction has been structured as a two-step acquisition comprised of a cash tender offer for all outstanding shares of Motive common stock followed by a merger of Motive with and into a subsidiary of Alcatel-Lucent.


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