Emerson to Acquire Motorolas Embedded Communications Computing Business

Transaction to Strengthen Emersons Position in $6 Billion Merchant Embedded Computing Industry

ST. LOUIS & SCHAUMBURG, Ill.--()--Emerson (NYSE: EMR) and Motorola, Inc. (NYSE: MOT) today announced that the two companies have entered into a definitive agreement under which Emerson will acquire Motorolas Embedded Communications Computing (ECC) business for $350 million in cash. Motorolas ECC business, which had 2006 revenue of approximately $520 million, will strengthen Emersons position in the $6 billion-and-growing merchant embedded computing industry. Upon completion of the transaction, Motorolas ECC business will become part of Emerson Network Power. The transaction is expected to be completed by the end of the calendar year and is subject to customary closing conditions and regulatory approvals.

Motorolas ECC business is a leading provider of embedded computing products and services to communication infrastructure and equipment manufacturers in telecommunications, medical imaging, defense and aerospace and industrial automation. Based in Tempe, Arizona, Motorolas ECC business has approximately 1,100 employees. The business has driven open standards and pioneered technologies based upon them since it was formed in 1980.

For Emerson, the transaction enhances its ability to meet the embedded computing needs of customers in telecommunications and other industries. Motorolas ECC business brings complementary advanced technology and leverages existing marquee customer relationships with Emerson Network Powers embedded computing and embedded power businesses.

For Motorola, the transaction sharpens its focus on its core businesses and technologies and provides additional capital to drive further growth and enhance shareholder value.

We are excited to add Motorolas Embedded Communications Computing business to the Emerson portfolio of businesses, said David N. Farr, chairman, chief executive officer and president, Emerson. The combination of Motorolas ECC business with the $100 million embedded computing business we acquired as part of Artesyn last year establishes Emerson as a leader in the embedded computing industry. Through this transaction, Emerson can provide greater capabilities to our customers as they adopt advanced new technologies and expand applications for their customers.

We are pleased to announce this transaction with Emerson, said Ed Zander, chairman and chief executive officer, Motorola, Inc. We regularly evaluate our Company's portfolio to ensure alignment with our core vision and business strategies to enhance shareholder value. We believe that Emerson has the proven track record to continue to serve ECCs customers with the same high quality and level of products and services. We have the highest regard for the talented and dedicated ECC employees and are confident they will be a welcome addition to the Emerson team.

The primary purpose of embedded computing technology is to control machines or other computer systems and manipulate data. For example, in telecommunications, embedded computing consolidates, translates, routes and monitors voice, video and data information across multiple networks. Local and long distance wireline offices and wireless base stations depend on embedded computing technologies to operate at peak performance.

Emerson Network Power and Motorola ECC embedded computing technologies specifically feature industry standards known as Advanced Telecommunications Computing Architecture (AdvancedTCA) and Micro Telecommunications Computing Architecture (MicroTCA). These standards are being adopted by major telecom companies because they increase network capacity while lowering the total cost of ownership.

Wireless adoption is driving long-term telecommunications market growth and broadband applications are reviving near-term wireline investment, Farr said. As we watch the telecom world quickly bring voice, video and data together for its customers, we believe the addition of the Motorola ECC business significantly strengthens our position for growth.

Because AdvancedTCA and MicroTCA have higher power allowance and more advanced power distribution which permits more functionality and higher performance the acquisition of Motorolas ECC business also complements Emersons existing strengths in embedded power and advanced power conversion. These industry standards apply not only to telecommunications, but to other markets as well, including industrial automation and medical imaging sectors.

About Emerson Network Power

Emerson Network Power, a business of Emerson (NYSE:EMR), is the global leader in enabling Business-Critical Continuity. The company is the trusted source for adaptive and ultra-reliable solutions that enable and protect its customers` business-critical technology infrastructures. Backed by the largest global services organization in the industry, Emerson Network Power offers a full range of innovative power, embedded computing, precision cooling and connectivity products and services for computer, communications, healthcare and industrial systems. For more information, visit www.emersonnetworkpower.com.

About Emerson

Emerson (NYSE:EMR), based in St. Louis, is a global leader in bringing technology and engineering together to provide innovative solutions to customers through its network power, process management, industrial automation, climate technologies, and appliance and tools businesses. Sales in fiscal 2006 were $ 20.1 billion. For more information, visit www.Emerson.com.

About Motorola

Motorola is known around the world for innovation and leadership in wireless and broadband communications. Inspired by our vision of seamless mobility, the people of Motorola are committed to helping you connect simply and seamlessly to the people, information and entertainment that you want and need. We do this by designing and delivering "must have" products, "must do" experiences and powerful networks -- along with a full complement of support services. A Fortune 100 company with global presence and impact, Motorola had sales of US $42.8 billion in 2006. For more information about our company, our people and our innovations, please visit http://www.motorola.com.

Forward-Looking Statements

Certain statements contained in this press release, including the expected timetable for completing the proposed transaction between Emerson and Motorola, and any other statements regarding Emersons or Motorolas future expectations, beliefs, goals or prospects and any statements that are not statements of historical facts might be considered forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those stated in the forward-looking statements. Factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, include: (i) the parties ability to consummate the transaction; (ii) the conditions to the completion of the transaction may not be satisfied, or the regulatory approvals required for the transaction may not be obtained or may not be obtained on the terms expected or on the anticipated schedule; (iii) the parties ability to meet expectations regarding the timing, completion, financial impact, and accounting and tax treatments of the transaction; (iv) the other factors described in Emersons Annual Report on Form 10-K for the year ended September 30, 2006 and its subsequent reports filed with the SEC; and (v) the other factors described in Motorolas Annual Report on Form 10-K for the year ended December 31, 2006 and its subsequent reports filed with the SEC. Emerson and Motorola assume no obligation to update or revise any forward-looking statement in this press release, and such forward-looking statements speak only as of the date hereof.

Contacts

Emerson
Investor Contact:
Chris Tucker, 314-553-2197
Chris.Tucker@emerson.com
or
Media Contact:
Fleishman-Hillard (for Emerson)
Mark Polzin, 314-982-1758
Mark.Polzin@fleishman.com
or
Motorola, Inc.
Investor Contact:
Dean Lindroth, 847-576-6899
dean.lindroth@motorola.com
or
Media Contact:
Jennifer Erickson, 847-435-5320
jennifer.erickson@motorola.com

Contacts

Emerson
Investor Contact:
Chris Tucker, 314-553-2197
Chris.Tucker@emerson.com
or
Media Contact:
Fleishman-Hillard (for Emerson)
Mark Polzin, 314-982-1758
Mark.Polzin@fleishman.com
or
Motorola, Inc.
Investor Contact:
Dean Lindroth, 847-576-6899
dean.lindroth@motorola.com
or
Media Contact:
Jennifer Erickson, 847-435-5320
jennifer.erickson@motorola.com