Subject: [NEXTEL-1] Motorola To Acquire Winphoria Networks

From: Marcel <[email-masked]>
Date: Tue, 15 Apr 2003 15:39:20 -0400

Motorola To Acquire Winphoria Networks Acquisition Adds Next Generation
Packet-based Switching to Wireless Networking Solutions

SCHAUMBURG, Ill. -- April 15, 2003 -- Motorola, Inc. (NYSE:MOT) today announced
it has entered into a definitive agreement to acquire Winphoria Networks, Inc.,
a core infrastructure provider of next generation packet based mobile switching
centers for wireless networks, which Motorola plans to integrate into its Global
Telecom Solutions Sector (GTSS) business unit. The completion of the acquisition
is subject to customary closing and regulatory conditions and is expected to
occur in the second quarter. Motorola intends to purchase the privately held
company in an all cash transaction. Additional terms of the agreement were not
disclosed.

The acquisition will provide Motorola with additional capability to deliver on
its strategy to provide complete networks to support operators’ 2.5 Generation
(2.5G) -- 3rd Generation (3G) systems worldwide. GTSS will increase its
technology capability, enabling it to develop better choices for cost-effective,
enhanced featured mobile switching center solutions.
“In acquiring Winphoria, we will augment our strategic position by adding an
innovative core telecom switching capability to our portfolio and by providing a
competitive media gateway solution. These translate into direct benefits for our
carrier customers and prospects by helping them reduce operating costs, and by
offering them a software-driven switch that can be easily upgraded and enhanced
at lower cost,” said Christopher B. Galvin, chairman and chief executive
officer, Motorola Inc.
Adding the soft-switch will address a long-standing need in Motorola’s network
infrastructure solution. It will add core functionality in a way that
complements Motorola’s existing outsourced circuit-switching portfolio.
Customers will still be able to make the choice to purchase traditional circuit
switches based on our existing switch supplier relationships, however the
addition of soft-switch technology will enable GTSS to provide less expensive,
yet more versatile, switching solutions to operators as they migrate to
technologies that will support integrated voice, data and video applications.

“We believe soft-switch technology has the potential to impact the wireless
networking industry,” said Adrian Nemcek, executive vice president of Motorola
and president and chief executive officer of GTSS. “The acquisition of Winphoria
-- and its more than 100 highly skilled associates -- will strengthen GTSS’
value proposition by enabling us to offer operators an enhanced portfolio of
network systems in addition to recently announced offerings of network
management services and application and integration solutions.”

"We are pleased and excited to join the Motorola GTSS unit," said Mike Champa,
president and CEO of Winphoria Networks. "Our cutting-edge solutions and
entrepreneurial spirit will benefit from Motorola's scale and market presence.
We see this combination as the ideal way to bring our pioneering technology to
the global marketplace."

Soft-switches have several significant advantages over traditional legacy
circuit switches. They are particularly appealing in emerging markets and among
early adopters in mature markets where operators find them an attractive option
for upgrading network capacity. The efficient performance and affordability of
the soft-switch, combined with the ability to support 2G and 3G networks
simultaneously, is projected to dramatically increase demand so that they
outnumber traditional circuit switches by 2012.

Soft-switches require less room, less power to operate, and can be deployed much
more quickly than traditional legacy circuit switches. In addition, soft-switch
architectures allow rapid feature development and high core networking
flexibility. For example, Winphoria’s soft-switch architecture, as it develops
over time, will also allow for server-based applications such as Push-to-Talk
solutions. These advantages translate into potential savings for operators
including lower capital expenditures, and switch-operating costs associated with
technology migration and transport costs.

Motorola GTSS announced an OEM agreement with Winphoria in August 2002. Through
that relationship the first commercial trial of the Winphoria soft-switch,
branded the Motorola Soft-Switch (MSS) began in Asia. CDMA 1X network customer
trials are currently underway in North America and Asia, with limited commercial
introduction slated for June 2003.
About Motorola

Motorola, Inc. (NYSE:MOT) is a global leader in providing integrated
communications and embedded electronic solutions. Sales in 2002 were $27.3
billion. Motorola is a global corporate citizen dedicated to ethical business
practices and pioneering important technologies that make things smarter and
life better for people, honored traditions that began when the company was
founded 75 years ago this year. For more information, please visit:
www.motorola.com.

About Winphoria Networks

Winphoria develops a packet-based Mobile Switching Center that dramatically
increases the capacity of wireless voice networks, decreases capital and
operational costs, and supports both circuit and packet networks for 2G, 3G, and
All-IP wireless technologies. Winphoria also develops mobile network
applications like Push-to-Talk for CDMA, GSM and other wireless technologies.

Winphoria is a private venture capital funded company based in Tewksbury, MA.
Winphoria was
founded in March 2000. For more information about Winphoria Networks, please
visit
http://www.winphoria.com/

Business Risks

The statements in this release that are not historical facts constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements about the timing of the
transaction, the impact the acquisition will have on the company's capability to
deliver complete networks, and the impact of soft-switch technology on the
industry.  These forward- looking statements are based on current expectations
and involve risks and uncertainties. The company wishes to caution the reader
that the factors below and those in the appendix to Motorola's Proxy Statement
for the 2003 annual meeting of stockholders starting on page F-33 and its other
SEC filings could cause Motorola's results to differ materially from those
described in the forward-looking statements. Factors that could cause actual
results to differ materially from such forward-looking statements include the
timely completion of the transaction on the terms described, difficulties in
integrating the operations of the newly acquired business and achieving
strategic objectives, difficulties and delays in the development, production,
testing and marketing of the technology, the uncertainties related to
introducing new technologies, customer acceptance of the products and
technologies, the ability to differentiate our products and compete with other
companies in the same markets and the general outlook for the economy and the
telecom industry.

# # #

Media Contacts:
Jennifer Weyrauch
Motorola, Inc.
1+847-435-5320
[email-masked]

Steven Hendricks
Motorola Global Telecom Solutions Sector
+1-847-632-6537 (office)
[email-masked]

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