August 19th, 1999

[2:30 PM]
Motorola To Acquire Metrowerks, Maker Of Top Mac Development Tools
In a surprise announcement today, Motorola and Metrowerks have announced that Motorola will acquire Metrowerks. Metrowerks, the maker of the CodeWarrior line of development tools, has been a big part of Apple's history and has been credited with being key to the smooth transition from the 68k Motorola processor used in pre-PowerMacs to the PowerPC processor. According to the two companies:

Motorola, Inc. today announced that Motorola and Metrowerks Inc. have agreed that Motorola's Semiconductor Products Sector will offer to acquire all of the outstanding common shares of software tools developer Metrowerks in an all cash bid at a price of US$6.25 (approximately Cdn $9.25) per share, or approximately US$95 million (approximately Cdn. $141 million) for the publicly traded, Canadian corporation.

Founded in 1985 and headquartered in Austin, Texas, Metrowerks designs, develops, markets and supports professional software development tools used by programmers to create software applications. Metrowerks' flagship product line, CodeWarrior® consists of a suite of programming tools used by developers worldwide to create software in the C, C++, Java™ and assembly programming languages. CodeWarrior has more than 200,000 registered users in 80 countries.

"Metrowerks has an exceptional team, and its CodeWarrior® software development products are among the industry's best for desktop and embedded systems programming, covering microprocessors, microcontrollers and digital signal processors," said Hector de J. Ruiz, Ph.D., president of Motorola Semiconductor Products Sector. "We intend for Metrowerks to be a core component of our open and extensible software development tools expertise for enabling our DigitalDNA™ embedded solutions leadership."

The Board of Directors of Metrowerks unanimously approved the transaction with Motorola and will recommend to the Metrowerks' shareholders that they tender their shares. Jean Belanger, chairman and chief executive officer, and Greg Galanos, founder, president and chief technology officer, each of whom holds approximately 12% of the common shares of Metrowerks on a fully diluted basis, have irrevocably agreed to tender their shares to the Motorola bid. The take-over bid, which is expected to commence within the next two weeks, is subject to the tender of at least 77% of the common shares outstanding, the termination or expiration of the waiting period under the Hart-Scott-Rodino Act, other regulatory approvals and certain other terms and conditions.

The deal seems to be final and there should not be any major regulatory issues to stand in the way of the project. Metrowerks, whose stock has been trading in the US$2 to US$5 range during the last year, will be getting a premium of about 20% over the closing value of the stock from yesterday of 5 1/16. The stock shot up a full point during trading that was 12 times heavier than average with 571,900 shares trading hands as of 2:26 PM CDT).

The Mac Observer Spin: Motorola seems most interested in acquiring the skills and assets of Metrowerks for the embedded chip operations. the DigitalDNA project was specifically cited. The big question for the Mac community is how will this effect Metrowerk's Mac programming tools.

CodeWarrior is a Big Deal in the Mac developer community and represents the single largest force in the development tool market. It would be a grave blow to developers everywhere should CodeWarrior cease to be a priority to Motorola. Admittedly, this is not likely, but Motorola is a huge company and Metrowerks was not acquired to contribute directly to the bottom line. We are looking for more information on this, and any Observers who may know more are asked to tell us what they know.

Also, Mssrs. Belanger and Galanos have been vocal influences in the Mac community for many years. It is likely that they will not be a part of the Metrowerks team once the transition is made, though we do not yet have confirmation on this. Hopefully whatever they choose to do will see them still be an active part of the Mac community.

The Mac Observer wishes the best of luck to the entire Metrowerks crew!

Metrowerks - Motorola