Metrowerks to Acquire Key Assets of Applied Microsystems Corporation

AUSTIN, Texas and REDMOND, Wash., Sept. 3 /PRNewswire/ -- Metrowerks, a worldwide leader in development tools and services, today announced a definitive agreement to acquire select technology assets of Applied Microsystems Corporation (AMC/Applied) (Nasdaq: APMC), a leading provider of integrated hardware and software tools for programming, testing and debugging embedded systems.

Metrowerks plans to purchase the NetROM®, PowerTAP®, CodeTAP®, SuperTAP®, and CodeTEST® products, as well as AMC's game development console manufacturing business and DVD emulation technology. The closing of the asset acquisition is subject to a number of conditions, including approval by the shareholders of AMC.

Metrowerks will enhance the "TAP" and CodeTEST families to add support for new architectures, like Motorola's revolutionary new PowerQUICC III(TM) System-on-Chip Architecture (SoC), which was announced at the Smart Networks Developer Forum in New Orleans earlier this year.

"Metrowerks is always looking for ways to shorten our customers' time-to-market and expand our product offerings," said Jim Welch, president and chief executive officer, Metrowerks. "These products fill a critical customer need and enable us to offer an end-to-end solution with tremendous value for our customers and our semiconductor partners alike."

"Having been a key partner of Applied for many years, Metrowerks is uniquely positioned to take advantage of this technology and continue to improve upon it," said Steve Verleye, president and chief executive officer, Applied Microsystems. "Like Metrowerks, we believe that customers will benefit from having a complete integrated solution provided by a single source."

"Metrowerks is helping us shorten our time-to-market and improve our product development cycle," said Carl McGrath, corporate vice president and general manager of Motorola's digital consumer gateways business. "The less time that we spend integrating all of the various tools components needed in our development cycle, the faster we get our products to market."

The AMC CodeTEST product line, with its patented instrumentation technology, provides one of the most comprehensive software analysis and verification tool suites in the industry today.

The AMC "TAP" family of microprocessor emulation products enables in-circuit debugging during the early phases of embedded designs; such as board bring-up, BSP and device driver development.

CodeWarrior products featuring AMC technology are available in the market today.

About Applied Microsystems

Applied Microsystems expedites the development, test and deployment of business- and safety-critical embedded systems. Applied is a leading provider of innovative technologies, such as application and low-level embedded software test, debug, and verification tools.

Using Applied's tools, engineers test, debug, and verify embedded software found in optical or wireless voice and data communications networks; airborne, medical, and automotive systems; industrial automation, console games, and consumer electronics. Applied's solutions deliver the visibility, reliability, and credibility required in today's complex business-critical embedded systems. Applied's most popular tools include NetROM®, PowerTAP®, CodeTAP®, SuperTAP®, and CodeTEST®.

About Metrowerks

Metrowerks creates CodeWarrior software and hardware products and services for developers with a particular focus on the following industries: consumer electronics; transportation; wireless; and networking and communications. The CodeWarrior product line includes development tools and middleware that enable customers to decrease their time to market. The company also offers services, training, custom software development, and managed developer programs. Founded in 1985, Metrowerks is today an independently operating subsidiary of Motorola, Inc. (NYSE: MOT). Metrowerks corporate headquarters are in Austin, Texas; Metrowerks European headquarters is Basel, Switzerland; and Metrowerks Japan is headquartered in Tokyo. For more information, please visit http:/www.metrowerks.com/

About Motorola

Motorola, Inc. (NYSE: MOT) is a global leader in providing integrated communications and embedded electronic solutions. Sales in 2001 were $30 billion. http://www.motorola.com/

MOTOROLA and the Stylized M Logo are trademarks of Motorola, Inc. Metrowerks and CodeWarrior are trademarks of Metrowerks Corp in the US and other countries. All other product or service names are the property of their respective owners.

This news release contains forward-looking statements that involve risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, risks relating to the consummation of the contemplated transaction, including the risk that required regulatory clearances or shareholder approval might not be obtained in a timely manner or at all. In addition, statements in this press release relating to the expected benefits of the contemplated transaction are subject to risks relating to the timing and successful completion of technology and product development through production readiness, integration of the technologies of Metrowerks and Applied Microsystems, unanticipated expenditures, changing relationships with customers, suppliers and strategic partners and other factors described in the most recent Form 10-K and other periodic reports filed by Applied with the Securities and Exchange Commission.