OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of MOTIVE, INC. at $2.23 Net Per Share by MAGIC ACQUISITION SUBSIDIARY INC. a wholly owned subsidiary of LUCENT TECHNOLOGIES INC. a wholly owned subsidiary of ALCATEL LUCENT THE OFFER...Alcatel Lucent • July 16th, 2008 • Telephone & telegraph apparatus
Magic Acquisition Subsidiary Inc., a Delaware corporation (“Purchaser”) and a direct wholly owned subsidiary of Lucent Technologies Inc., which is a Delaware corporation (“Parent”) and a wholly owned subsidiary of Alcatel Lucent, a société anonyme organized under the laws of the Republic of France, is offering to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”) of Motive, Inc., a Delaware corporation (the “Company”), at a price per share of $2.23 to the seller in cash (the “Offer Price”) without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase dated July 16, 2008 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements hereto and thereto, collectively constitute the “Offer”). The Offer is being made in connection with the Agreement and Plan of Merger, dated as of June 16, 2008 (the “Me
