NEW YORK, Feb. 1 /PRNewswire/ -- Carl Icahn announced today that his
affiliated companies have delivered written notice to Motorola, Inc. (NYSE:
MOT) for the nomination of Frank Biondi, Jr., William R. Hambrecht, Lionel
C. Kimerling and Keith Meister for election as directors at the 2008 annual
meeting of stockholders of Motorola. Mr. Icahn stated, "I believe that
Frank Biondi and Bill Hambrecht offer unique business insight and
experience in the communications and technology arena. Lionel Kimerling is
a renowned expert in the processing of semiconductor materials whom I
believe can clearly lend needed insight on Motorola's silicon and
technology strategy. Keith Meister is a managing director of the Icahn
investment entities and offers business and investing insight that I
believe will be advantageous at Motorola." A brief statement of backgrounds
of the nominees is provided below.
Frank Biondi, Jr.
Mr. Frank Biondi, Jr. is well recognized as a senior executive with
substantial executive experience, including nearly a decade as President
and Chief Executive Officer of Viacom, Inc. Mr. Biondi is a director of
Amgen Inc., Cablevision Systems Corp., Hasbro, Inc., The Bank of New York
Company, Inc. and Seagate Technology.
William R. Hambrecht
Mr. William R. Hambrecht is the Founder, Chairman and Chief Executive
Officer of WR Hambrecht & Co., which was instrumental in persuading Google
to use an Internet-based auction for their initial public offering. He also
co-founded Hambrecht & Quist, an internationally recognized leader as an
investment banker to high technology entities, with early involvement in
companies such as Apple Computer, Genentech and Adobe Systems. Hambrecht &
Quist was sold to the Chase Manhattan Bank in 1999. Mr. Hambrecht currently
serves on the Board of Trustees for The American University of Beirut and
is on the Advisory Investment Committee to the Board of Regents of the
University of California.
Lionel C. Kimerling
Lionel C. Kimerling is the Thomas Lord Professor of Materials Science
and Engineering at Massachusetts Institute of Technology. Since 1993, Mr.
Kimerling has been Director of the MIT Materials Processing Center where he
conducts an active research program in the structure, properties and
processing of semiconductor materials, and since 1997 he has been Director
of the MIT Microphotonics Center. Prior to joining the MIT faculty, he was
Head of the Materials Physics Research Department at AT&T Bell Laboratories
from 1981 to 1990.
Keith Meister
Keith Meister serves as a managing director of the Icahn investment
funds and since August 2003 has been the Chief Executive Officer/Principal
Executive Officer of Icahn Enterprises, the stock of which has increased
from $8 to $115 per share during his tenure. Mr. Meister also serves on the
boards of directors of the following companies: XO Holdings, Inc., WCI
Communities, Inc., and Federal-Mogul Corporation.
"I am confident that the individuals on our slate have the necessary
skills to assist Motorola in executing on its recently announced, and long
over due, decision regarding the separation of its Mobile Devices business
in a manner which will maximize value for all shareholders. Furthermore, I
believe that our slate of new candidates is necessary in order to help
insure that the Board moves aggressively to confront the many challenges
Motorola faces in a highly competitive marketplace," stated Mr. Icahn.
"Last year Motorola refused to accept my suggestions for additions to the
Board and instead engaged in an unnecessary proxy fight, insisting that
they had the team and the plan to address Motorola's problems. We are all
painfully aware where that leadership has taken Motorola. I hope that this
year, rather than launching another battle, Motorola will instead elect to
add my nominees to the Board and avoid another wasteful struggle, the only
effect of which is for Motorola's Board to seek (at shareholder expense) to
deny Motorola the services of qualified individuals who I believe will help
Motorola to succeed."
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, FRANK
BIONDI, JR., WILLIAM R. HAMBRECHT, LIONEL C. KIMERLING, KEITH MEISTER,
ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER
FUND II LP, ICAHN PARTNERS MASTER FUND III LP, HIGH RIVER LIMITED
PARTNERSHIP, BARBERRY CORP., ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES
HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN
OFFSHORE LP, BECKTON CORP., AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM
THE STOCKHOLDERS OF MOTOROLA, INC. FOR USE AT ITS ANNUAL MEETING WHEN AND
IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY
SOLICITATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A
FORM OF PROXY WILL BE AVAILABLE TO STOCKHOLDERS OF MOTOROLA, INC. FROM THE
PARTICIPANTS AT NO CHARGE AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.
INFORMATION RELATING TO THE POTENTIAL PARTICIPANTS IN A POTENTIAL PROXY
SOLICITATION IS CONTAINED IN SCHEDULE 14A WHICH IS BEING FILED TODAY WITH
THE SECURITIES AND EXCHANGE COMMISSION AND WILL BE AVAILABLE AT NO CHARGE
AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.
SOURCE ICAHN & CO.
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CONTACT: Susan Gordon of ICAHN & CO., +1-212-702-4309
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