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AMT News

May 10, 1999
Press Release

TFG Acquisition Coro. Announces Bid of 1.6 Billion Dollars for Motorola's SCG Unit


TEMPE, Ariz., May 10 /PRNewswire/ -- TFG Acquisition Corp., an Arizona Corporation, has announced that it has made and unsolicited offer of $1.6 billion for Motorola's Semiconductor Components Group (SCG). The purchase, originally proposed on March 30, 1999, is contingent upon due diligence, finalization of purchase terms and approval by Motorola.

TFGAC is comprised of current and former senior executives of the Motorola Semiconductor Products Group, who understand the opportunity available and want to assume responsibility for a familiar division with positive potential. The group's extensive experience, competence and loyalty, that have already been demonstrated to Motorola in the past, will ensure that the purchase will be entirely transparent to existing and potential customers, employees and other stakeholders.

TFGAC understands the commitment and investment Motorola has given to and made in its employees, and believes their Group is best suited to guarantee that level of care going forward. The fully financed $1.6 billion bid demonstrates TFGAC's long held belief in the value that Motorola has created, and specifically, in the strategic position attained by SCG division.

Harjit Bhalla, TFGAC's acting CEO and formerly Vice-President and Director of Market Research for Motorola stated that, "the opportunity to return to Motorola is certainly an exciting opportunity and we are truly excited about returning SCG to even greater profitability."

Gary Thomas, TFGAC's acting CFO and formerly Motorola's Controller of the Power Products Division of the Discrete Group and former Controller of the Analog IC Division also stated that, "the SCG unit is certainly a gem in the Motorola portfolio and we believe that leveraging the current employee base and operating plants will provide a strong operational and financial base upon which to build a premier organization to serve existing and new customers with the basic products of today and new products for the future."

Mike Harris, President of Harris Technical Sales and Chairman of Eclipse Technologies of Singapore added, "We believe our offer for the SCG division is genuinely superior to the deals currently being considered by the company. TFGAC has refined its original offer to impress the Board of Directors."

Letters of intent for the debt and equity have been delivered to TFGAC by equity and debt partners from a leading international bank and a top tier equity investment firm.

TFGAC has requested that the Motorola Board of Directors consider their bid immediately along with any other bids for the SCG division. TFGAC has also stated that they would not consider any material layoffs, and would keep all operating plants open under the new company name.

For further information please contact:

Steve Wasserman or the team at AMT Capital at,
email: info@amtcap.com
phone: 1-800-519-0533 or 212-877-1588
website: www.amtcap.com

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