NEW YORK (CNNfn) - Motorola Inc. said Thursday its semiconductor products unit will buy Canadian software tools developer Metrowerks for approximately $95 million (C$141 million) in cash.
Motorola said Thursday it will pay Metrowerks shareholders $6.25 (C$9.25) per share. That represents a premium of more than a dollar to the closing price of Metrowerks' stock on Wednesday.
Soon after news of the offer Thursday morning, shares in Metrowerks (MTWK) trading in New York rose 1 to 6-1/16. Motorola (MOT) stock headed in the opposite direction, falling 1-3/16 to 87-1/2.
Metrowerks produces professional software development tools -- such as CodeWarrior -- used by programmers to create software applications.
Motorola said it will operate Metrowerks as an independent subsidiary that will retain its name and current management team.
Metrowerks' board of directors has approved the deal and will recommend it to shareholders in a tender offer that is expected to begin within two weeks.
In order for the deal to go through, Motorola will need to acquire 77 percent of the common shares outstanding. The company's chairman and CEO, Jean Belanger, and its founder and president, Greg Galanos -- each of whom own approximately 12 percent of Metrowerks stock -- have already agreed to tender their shares.
If the agreement is terminated, Motorola would be entitled to a break-up fee of up to $4.7 million under certain circumstances. If a termination fee is paid, Motorola has also been granted an irrevocable option to acquire up to 19.9 percent of Metrowerks' common stock. But the value to Motorola of both the termination fee and the exercise of that option will not exceed $4.7 million, the companies said.