Shearman & Sterling is representing Continental AG in its agreement to acquire the automotive electronics business of Motorola, Inc. for approximately US$1 billion in cash.  The transaction includes Motorola's controls, sensor, interior electronics and telematics businesses, which will be integrated into Continental's Automotive Systems Division.  The transaction is expected to be completed in the first half of 2006, and is subject to customary closing and regulatory conditions.

Motorola's automotive unit currently is a component of its Networks & Enterprise business, which employs nearly 4,500 employees worldwide.  Major customers include General Motors, Ford, Daimler Chrysler, BMW and Cummins.

Continental is one of the leading automotive suppliers worldwide of brake systems, chassis components, vehicle electronics, tires and technical elastomers with sales of EUR13.8 billion in 2005.  Motorola is a wireless and broadband communications company with sales of US$36.8 billion in 2005. 

Shearman & Sterling lawyers advising Continental include M&A partner W. Jeffrey Lawrence (New York) and associates Joshua Dambacher (New York), Robert Katz (New York), Dean Lin (New York), Jessica Nielsen (New York), Andrew Noreuil (New York) and Kevin Roggow (New York).  Other attorneys include partners Beau Buffier (New York - Antitrust), John Cannon (New York - Executive Compensation & Employee Benefits), Don Lonczak (New York - Tax) and  Hans Jürgen Meyer-Lindemann (Brussels - Antitrust), counsel Jeffrey Salinger (New York - Property/Environmental), and associates Nathaniel Asker (New York - Antitrust), Alison Chin (New York - Executive Compensation & Employee Benefits), Kristen Duke-Richardet (New York - Antitrust), Alfi Guindi (New York -   Intellectual Property), Ethan Harris (Washington DC - Tax), Coleen O'Mara (London - Executive Compensation & Employee Benefits), Samuel Waxman (New York - Intellectual Property) and Nandini Wilcke (New York - Property).