SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
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Motorola, Inc.
(Name of Registrant as Specified In Its Charter)
Icahn Partners LP
Icahn Onshore LP
CCI Onshore Corp.
Icahn Partners Master Fund LP
Icahn Partners Master Fund II L.P.
Icahn Partners Master Fund III L.P.
Icahn Offshore LP
CCI Offshore Corp.
High River Limited Partnership
Hopper Investments LLC
Barberry Corp.
Carl C. Icahn
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FOR IMMEDIATE RELEASE
Contact: Susan Gordon (212) 702-4309
CARL ICAHN RESPONDS TO MOTOROLA'S LETTER TO STOCKHOLDERS
New York, NY, May 2, 2007 - Carl C. Icahn today made the following statement to
fellow Motorola (NYSE: MOT) stockholders in response to Motorola's letter to
stockholders dated May 1, 2007:
Motorola's selective representation regarding share performance over the past
few years does not tell the story. Motorola stockholders deserve candor. Let us
compare the following representations, both statements are facts, however in my
opinion only one accurately reflects reality.
IN ITS MAY 1 LETTER THE MOTOROLA'S BOARD SAYS:
"Since April 2003, Motorola has achieved 30% annualized returns. Said another
way, $100 invested in Motorola common stock on April 25, 2003 would be worth
over $280 today.*"
ICAHN SAYS:
"Since December 3, 2004 (the first trading day following the distribution of
Freescale shares) MOTOROLA HAS ACHIEVED NEGATIVE 0.3% ANNUALIZED RETURNS. Said
another way, $100 invested in Motorola common stock on December 3, 2004 would be
worth $99.28 today. Over the past 2 1/2 years shareholder value has been
destroyed."
There are two reasons why Motorola's statement does not tell the story
First, in its May 1 letter Motorola takes full credit for the performance of
Freescale subsequent to its spin-off on December 3, 2004. Let me tell you, I
wish I could take credit for the stocks or businesses that trade up after I sell
or spin them off. I doubt that any of you include the increased value of stocks
that you have sold when considering how well your portfolio is doing! Secondly,
Motorola selectively chose a date of April 2003, a date which represented a
share price near a 15 year low for the stock and 9 months before Ed Zander
joined the company. Why would Motorola choose to promote a statement in which it
takes credit for the performance of Freescale, a company that Motorola's board
and management played no role in post spin-off and choose an opportune date nine
months before Ed Zander joined the board? If you ask me this logic is
ridiculous.
JUST LOOK AT NOKIA
When compared to its chief rival, Motorola's share performance since the
Freescale spin off has been anything but stellar. To put it in perspective, $100
invested in Nokia common stock on December 3, 2004 would be worth $159 today,
60% more than a comparable investment in Motorola.
Looking to the past will not cure current ills
Motorola's destruction of $20 billion of market value over the last 6 months and
it's failure to create any improvement in share price over 2 1/2 years is, in my
opinion, completely unacceptable. Despite these results, management and the
board have the audacity to tell us how great they have done. A vote for me is a
vote against the status quo and a vote to demand that management and all
existing board members focus on looking forward to fix our business and accept
the current reality imposed by past mistakes.
Motorola stockholders need a strong voice
I hope you agree with me that Motorola's stockholders deserve to have a
significant stockholder on the board. Let's join together to add a strong
stockholder voice to Motorola.
I urge you to support my election to your Board, by voting on the GOLD proxy
card TODAY. If you have any questions about how to vote your shares, please call
the firm assisting me in the solicitation of proxies, INNISFREE M&A
INCORPORATED, TOLL-FREE, at (877) 825-8772.
- - - - - - - - - - -
* In a footnote in its May 1, 2007 letter to you, your board notes that:
"Current value takes into account dividends and value of Freescale Semiconductor
shares distributed to shareholders; assumes all dividends reinvested at the
market closing price on day of payment; value of FSL represents 0.110415 FSL
shares per MOT share owned at December 2004 multiplied by shares held at that
time multiplied by take private cash consideration of $40.00 per FSL share."
SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, AS AMENDED,
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND CERTAIN OF HIS
AFFILIATES FROM THE STOCKHOLDERS OF MOTOROLA, INC. FOR USE AT ITS ANNUAL MEETING
BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS IN SUCH PROXY SOLICITATION. THE AMENDED DEFINITIVE PROXY STATEMENT
AND A FORM OF PROXY ARE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.