Motorola and Blue Wave Systems, a provider of high performance digital signal processor (DSP) solutions to original equipment manufacturers (OEMs), announced today that they have signed a definitive merger agreement.
Motorola will exchange approximately 6.5 million common shares for the fully diluted common shares of Blue Wave, which is expected to have a total value between $135 million and $165 million.
Each Blue Wave share will be exchanged for 0.3947 shares of Motorola common stock, provided that the average closing price for a share of Motorola common stock is less than or equal to $25.38 based on a twenty trading day average.
Blue Wave Systems, best known for its ComStruct will continue its operations in Carrollton, Texas and in Loughborough, England.
The company will become part of the telecommunications business of Motorola Computer Group, which provides embedded equipment for the world’s top telecommunications OEMs running wireless, enterprise, networking and transmission applications.
In addition, Blue Wave Systems has agreed to issue to Motorola a stock option exercisable under certain circumstances for newly issued shares equal to 19.9% of Blue Wave Systems’ currently outstanding common shares.
The transaction, which is subject to regulatory approvals and approval of Blue Wave’s stockholders, is expected to be completed during the second quarter of 2001.