-- Transaction strengthens Zebra's asset tracking portfolio
to create a global leader in Enterprise Asset Intelligence for the
Connected Age
-- Motorola to become singularly focused on driving continued
leadership in mission-critical communications for Government and
Public Safety customers
LINCOLNSHIRE, Illinois and
SCHAUMBURG, Illinois, April 15, 2014 /PRNewswire/ -- Zebra
Technologies Corporation (NASDAQ: ZBRA) and Motorola Solutions,
Inc. (NYSE: MSI) today announced that they have entered into a
definitive agreement in which Zebra will acquire Motorola's
Enterprise business for $3.45 billion
in an all-cash transaction. The acquisition will be funded through
a combination of cash on hand and new debt. The transaction, which
was approved by the Boards of Directors of both companies, is
subject to customary closing conditions including regulatory
approvals. The transaction is expected to be completed by the end
of 2014.
Logo - http://photos.prnewswire.com/prnh/20140414/73074
Logo - http://photos.prnewswire.com/prnh/20140414/73075
"This acquisition will transform Zebra into a leading provider
of solutions that deliver greater intelligence and insights into
our customers' enterprises and extended value chains," stated
Anders Gustafsson, Zebra's chief
executive officer. "The Enterprise business will generate
significant value for our shareholders by driving further product
innovation and deeper engagement with our customers and partners.
It positions Zebra as a leading technology innovator, with the
accelerating convergence of mobility, data analytics and cloud
computing."
"Our Enterprise business is an ideal fit for Zebra," stated
Greg Brown, Motorola Solutions
chairman and CEO. "This transaction will enable us to further
sharpen our strategic focus on providing mission-critical solutions
for our government and public safety customers. Upon closing of the
transaction, we intend to return the proceeds to our shareholders
in a timely fashion."
With 2013 pro-forma sales of approximately $2.5 billion (excluding sales of its iDEN
products), Motorola's Enterprise business is an industry leader in
mobile computing and advanced data capture communications
technologies and services. Through this transaction, Zebra will
enter the segment where Motorola's Enterprise business competes and
strengthen its position in key industries including Retail,
Transportation & Logistics, and Manufacturing and serve
approximately 95 percent of the Fortune 500.
Zebra Technologies, with 2013 sales of $1.0 billion, is an industry leader in barcode
and enterprise printing, asset tracking, Internet of Things (IoT)
solutions, and motion and location sensing. The combination of
these technology offerings and asset tracking solutions, together
with Motorola's Enterprise business, will create an industry leader
in enterprise asset intelligence for the Connected Age.
The combined Zebra Technologies with Motorola's Enterprise
business would have had pro-forma sales in 2013 of approximately
$3.5 billion. Approximately 4,500
employees are expected to join Zebra upon completing this
transaction. Motorola Solutions will retain its iDEN product
portfolio that was part of its Enterprise business and will
continue its Government business, including its professional
commercial radio product portfolio.
Motorola Solutions will continue to manufacture, design,
integrate and deliver industry-leading voice and data communication
solutions for government and public safety customers worldwide.
Motorola Solutions sells these secure, mission-critical and
innovative products, services and solutions with unique software
designs that are the cutting edge in public safety technology. It
also holds a unique portfolio of intellectual property.
Strategic Fit for Zebra
The transaction will significantly expand Zebra's geographic
reach; the combined company will have about 20,000 channel partners
in more than 100 countries, and will hold a robust portfolio of
intellectual property, with approximately 4,500 U.S. and
international patents issued and pending. Key benefits to Zebra and
its shareholders include:
- Stronger combined platform with multiple growth
opportunities
- New and comprehensive product, technology and IP portfolio
- Leading end-to-end solutions across key industries with global
reach
- Highly diversified business mix
- Creating synergies by maximizing efficiencies and scale
- Attractive growth and free cash flow profile
Strategic Rationale for Motorola Solutions
"Last year, we undertook a thorough review of our strategy and
concluded that the synergies between our Government and Enterprise
businesses were not as great as the value we could create by being
singularly focused on our core Government & Public Safety
business," Motorola's Brown said. "Going forward, we will have
absolute clarity of purpose and mission as we serve customers
globally with our suite of mission-critical communications
solutions. This business is truly distinctive in its industry
leadership, strong pipeline position, long-term track record of
consistent profitability and cash flow, and an array of growth
opportunities."
Transaction Details
Under the agreement, Zebra will acquire the Enterprise business
from Motorola Solutions in an all-cash transaction valued at
$3.45 billion, which Zebra management
expects to be immediately accretive on a cash earnings basis. Zebra
expects to fund the transaction with approximately $200 million of available cash on hand and
$3.25 billion that is fully committed
to be raised through a new credit facility and the issuance of debt
securities. The transaction is not subject to a financing condition
and is expected to be completed by the end of 2014.
Morgan Stanley is serving as financial adviser to Zebra and is
providing a fully underwritten financing commitment for the debt
component of the transaction. Kirkland & Ellis LLP is serving
as legal advisor to Zebra.
Goldman, Sachs & Co., and J.P. Morgan Securities LLC are
serving as financial advisers to Motorola in connection with this
transaction. Winston & Strawn LLP is serving as legal adviser
to Motorola. Wachtell, Lipton, Rosen & Katz is serving as legal
adviser to the Motorola Board of Directors.
Conference Call Notifications
For Zebra:
Investors are invited to listen to a live webcast of Zebra's
conference call discussing the pending acquisition announced today.
The conference call will be held at 8:00 a.m. EDT today. To
listen to the call, visit the company's website at
http://www.Zebra.com.
For Motorola:
Investors are invited to listen to a live webcast of the
Motorola Solutions conference call discussing the announced pending
transaction. The conference call will be held at 8:30 a.m. EDT
today. To listen to the call, visit the company's website at
http://www.motorolasolutions.com/investor.
Forward-looking Statement
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, which involve a number of risks and uncertainties. Actual
results may differ from those expressed or implied in the company's
forward-looking statements. When used in this release and documents
referenced herein, the words "anticipate," "believe," "estimate,"
"intend," and "expect" and similar expressions are intended to
identify such forward-looking statements, but are not the exclusive
means of identifying these statements. Similarly, statements herein
that describe the proposed transaction between Zebra and Motorola
Solutions, including its financial impact, and other statements of
managements' beliefs, intentions or goals also are forward-looking
statements. These forward-looking statements are based on current
expectations, forecasts and assumptions and are subject to the
risks and uncertainties inherent in both Zebra's and Motorola's
respective industries, including the Enterprise business, market
conditions, general domestic and international economic conditions,
and other factors. These factors also include the satisfaction of
the conditions to closing of the transaction (including receipt of
regulatory approvals), the completion of the acquisition of the
Enterprise business from Motorola Solutions, the successful
financing of the transaction, the expected timeline for completing
the transaction, the successful integration of the operations by
Zebra, and Zebra's ability to implement plans, forecasts and other
expectations with respect to the Enterprise business after the
acquisition is completed and the ability of Motorola Solutions to
return proceeds of the transaction to its shareholders and the
timing thereof. Customer acceptance of Zebra's products and
solutions and competitors' product offerings, and the potential
effects of technological changes are inherent risks associated with
the ongoing combined business. The continued uncertainty over
future global economic conditions, the availability of credit,
capital markets volatility, may have adverse effects on Zebra, its
suppliers and its customers. In addition, a disruption in Zebra's
ability to obtain products from vendors as a result of supply chain
constraints, natural disasters or other circumstances could
restrict sales and negatively affect customer relationships.
Profits and profitability will be affected by Zebra's ability to
control manufacturing and operating costs. Because of a large
investment portfolio, interest rates and financial market
conditions will also have an impact on results. Foreign exchange
rates will have an effect on financial results because of the large
percentage of Zebra's international sales. These and other factors
could have an adverse effect on Zebra's sales, gross profit margins
and results of operations and increase the volatility of Zebra's
financial results. Descriptions of the risks, uncertainties and
other factors that could affect Zebra's future operations and
results can be found in Zebra's filings with the Securities and
Exchange Commission. A detailed description of other risks and
uncertainties affecting Zebra is contained in Item 1A of Zebra's
2013 Annual Report on Form 10-K and in its other filings with the
Securities and Exchange Commission. . . A detailed description of
other risks and uncertainties affecting Motorola Solutions, is
contained in Item 1A of Motorola Solution's 2013 Annual Report on
Form 10-K and in its other filings with the Securities and Exchange
Commission. These filings are available for free on the SEC's
website at www.sec.gov, on Zebra's website at
www.zebra.com and on Motorola Solutions' website
at www.motorolasolutions.com. The forward-looking
statements made herein speak only as of the date hereof and none of
Zebra, Motorola Solutions or any of their respective affiliates
assumes any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events,
developments or otherwise, except as required by law.
About Zebra
A global leader respected for innovation and reliability, Zebra
Technologies (NASDAQ: ZBRA) offers technologies that give a virtual
voice to an organization's assets, people and transactions,
enabling organizations to unlock greater business value. The
company's extensive portfolio of marking and printing technologies,
including RFID and real-time location solutions, illuminates
mission-critical information to help customers take smarter
business actions. For more information about Zebra's solutions,
visit http://www.Zebra.com.
About Motorola Solutions
Motorola Solutions is a leading provider of mission-critical
communication solutions and services for enterprise and government
customers. Through leading-edge innovation and communications
technology, it is a global leader that enables its customers to be
their best in the moments that matter. Motorola Solutions trades on
the New York Stock Exchange under the ticker "MSI." To learn more,
visit www.motorolasolutions.com. For ongoing news, please visit our
newsroom or subscribe to our news feed.
Media Resources
Information related to today's transaction, including executive
pictures and biographies, can be found at
http://www.zebra.com/acquires-motorola-enterprise.
Contact:
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For Zebra
Technologies
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For Motorola
Solutions
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Investors:
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Douglas A. Fox, CFA
Vice President, Investor
Relations and Treasurer
+1-847-793-6735
dfox@zebra.com
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Shep Dunlap
Vice President, Investor
Relations
+1-847-576-6899
+1-847-400-6291
shep.dunlap@motorolasolutions.com
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Financial Media
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Kerry F. Kelly
F T I Consulting
+1-617-897-1518
kerry.guiliano@fticonsulting.com
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Nicholas Sweers
Vice President, Global
Communications
+1-847-576-2462
+1-847-450-4957
nicholas.sweers@motorolasolutions.com
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Trade Media
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Stephanie Kneisler
Manager, Public
Relations
+1-847-970-2470
skneisler@zebra.com
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Nicholas Sweers
Vice President, Global
Communications
+1-847-576-2462
+1-847-450-4957
nicholas.sweers@motorolasolutions.com
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