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Alcatel-Lucent to acquire Motive

Alcatel-Lucent to acquire Motive

Alcatel-Lucent has announced that it has entered into a definitive agreement to acquire Motive, provider of service management software for broadband and mobile data services, through a cash tender offer for all outstanding Motive shares at a price of US$2.23 per share, representing a value of approximately $67.8 million.

The purchase price of $2.23 per share represents a premium of approximately 53 percent over the closing price of the shares on June 16, 2008 and a premium of approximately 51 percent 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.

The tender offer is subject to a number of conditions, including: delivery of Motive's audited financial statements for the years ended December 31, 2007 and December 31, 2006, which audited financial statements for 2007 shall be materially consistent in terms of assets and liabilities with the previously delivered unaudited financial statements for that period; Motive's previously announced settlement of securities and derivative litigation becoming final and non-appealable; the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and any applicable foreign competition laws; and other customary conditions.

In addition to the conditions described above, completion of the tender offer is subject to the condition that, as of the expiration date of the tender offer, there shall have been tendered at least 17,639,096 shares of common stock (which represents approximately 58.3 percent of the presently issued and outstanding shares of Motive common stock, including for such purpose the 2.5 million shares of Motive common stock expected to be issued in connection with the previously announced settlement of the Company's securities class action lawsuit). The purchaser in the tender offer, which is a subsidiary of Alcatel-Lucent, is permitted on a single occasion to lower the minimum number of shares described above to a level not less than 15,493,417 shares of common stock (which represents approximately 51.2 percent of the presently issued and outstanding shares of Motive common stock, including for such purpose the 2.5 million shares of Motive common stock expected to be issued in connection with the previously announced settlement of the Company's securities class action lawsuit), plus the total number of shares of common stock issued or to be issued between the date of the merger agreement and the expiration date of the tender offer in response to certain elections to exercise options or warrants to purchase shares of Motive common stock.


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