Partnership Expected to Drive Growth of Global
Market Leader in Public Safety Communications Technology
Motorola Solutions (NYSE:MSI), the leading global provider of
innovative mission-critical communications solutions for public
safety and commercial customers, today announced that Silver Lake,
the global leader in technology investing, will make a $1 billion
investment in Motorola Solutions. The company expects to use the
Silver Lake investment to accelerate growth in its smart public
safety solutions and services businesses through new partnerships,
investments and acquisitions.
“Silver Lake has a proven track record of creating value by
partnering with leading technology companies around the world,”
said Greg Brown, chairman and CEO of Motorola Solutions. “This
strategic partnership and investment combine Silver Lake’s
expertise in technology products, services and information
solutions with our vision to create safer communities and more
successful businesses. It represents a strong vote of confidence in
our company’s strategy and future growth opportunities.”
Motorola Solutions serves more than 100,000 customers in 100
countries, including local, state and national public safety
agencies as well as businesses in industries such as utilities,
mining and transportation. The company’s communications technology
portfolio includes devices used by professionals in the field,
problem-solving software that drives effectiveness,
mission-critical systems for command centers, network
infrastructure and a range of services.
In connection with Silver Lake’s investment, Egon Durban and
Greg Mondre, managing partners of Silver Lake, will be appointed to
Motorola Solutions’ board of directors when the transaction closes,
which is expected to occur in the third quarter of 2015.
“Motorola Solutions is an iconic company and the global market
leader in public safety technology,” said Durban and Mondre. “We
believe it is creating a new era in data-rich public safety
communications and has significant potential for growth. Its core
business is unrivaled in the United States and around the world
with a broad and loyal customer base, an outstanding record of
reliability, and growing reach and scale driven by technology
innovation. Greg Brown and his talented management team have a
strong record of performance and corporate transformation that has
created exciting new opportunities to innovate and expand the
company’s next-generation software, smart public safety and service
offerings.”
Brown added, “The addition of Egon and Greg will provide our
board with valuable insight and expertise as we grow through new
partnerships, investments and acquisitions. Both have a history of
working closely with management teams to create value by
identifying and delivering unique business opportunities in the
technology industry.”
Durban is a managing partner and managing director of Silver
Lake, which he joined in 1999 as a founding principal. He is based
in the firm's Menlo Park, Calif., office and has previously worked
in the New York office as well as the London office, which he
launched and managed from 2005 to 2010. Durban serves on the board
of directors of Dell and Intelsat S.A., and is chairman of the
board of directors of WME Entertainment. Durban graduated from
Georgetown University with a bachelor’s degree in finance.
Mondre joined Silver Lake in 1999 and is a managing partner and
managing director based in New York. He currently serves as a
director of Avaya, Inc., Go Daddy, Inc., Red Ventures, Sabre
Holdings and Vantage Data Centers, and is on the operating
committee of SunGard Capital Corp. Mondre graduated from The
Wharton School of the University of Pennsylvania with a bachelor’s
degree in economics.
Motorola Solutions also today announced its intent to repurchase
up to $2 billion of stock through a tender offer, reflecting
confidence in the future value of the business while maintaining
considerable financial flexibility to pursue further growth. The
company will fund the tender offer with a combination of existing
cash on the company’s balance sheet and a portion of the proceeds
from the $1 billion strategic investment by Silver Lake.
Under the terms of the agreement, Silver Lake is purchasing $1
billion aggregate principal amount of 2.0 percent convertible
senior notes due 2020 with an initial conversion price of $68.50
per share. The initial conversion price represents a conversion
premium of 17.0 percent over the volume-weighted average price of
the company’s common stock sale price of $58.55 per share on the
New York Stock Exchange during the 30 trading days ended Aug. 4,
2015. Additional information may be found in the Form 8-K that will
be filed today with the U.S. Securities and Exchange
Commission.
Goldman, Sachs & Co and J.P. Morgan acted as financial
advisors to Motorola Solutions, and Wachtell, Lipton, Rosen &
Katz served as Motorola Solutions’ legal advisor in the
transaction.
DBO Partners served as financial advisors to Silver Lake, and
Simpson Thacher & Bartlett acted as Silver Lake’s legal
advisor.
About Motorola Solutions
Motorola Solutions (NYSE: MSI) creates innovative,
mission-critical communication solutions and services that help
public safety and commercial customers build safer cities and
thriving communities. For ongoing news, visit
www.motorolasolutions.com/newsroom or subscribe to a news feed.
About Silver Lake
Silver Lake is the global leader in technology investing, with
over $26 billion in combined assets under management and committed
capital. The firm’s portfolio of investments collectively generates
more than $85 billion of revenue annually and employs more than
170,000 people globally. Silver Lake has a team of approximately
100 investment and value creation professionals located in New
York, Menlo Park, San Mateo, London, Hong Kong and Tokyo. The
firm’s current portfolio includes leading technology and
technology-enabled businesses such as Alibaba Group, Avago, Avaya,
Dell, Global Blue, Go Daddy, Hillstone Networks, Intelsat,
Interactive Data Corporation, Qunar, Quorum Business Solutions, Red
Ventures, Sabre, SMART Modular, SunGard, Vantage Data Centers,
Virtu Financial and WME/IMG. For more information about Silver Lake
and its entire portfolio, please visit www.silverlake.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of applicable federal securities law, and generally
include words such as “believes,” “expects,” “intends,”
“anticipates,” “estimates” and similar expressions. The company can
give no assurance that any actual or future results or events
discussed in these statements will be achieved. Any forward-looking
statements represent the company’s views only as of today and
should not be relied upon as representing the company’s views as of
any subsequent date. Readers are cautioned that such
forward-looking statements are subject to a variety of risks and
uncertainties that could cause the company’s actual results to
differ materially from the statements contained in this release.
Such forward-looking statements include, but are not limited to
statements relating to the investment by Silver Lake and the use of
proceeds and benefits thereof and the intent to commence a tender
offer. Motorola Solutions cautions the reader that the risk factors
below, as well as those on pages 9 through 20 in Item 1A of
Motorola Solutions, Inc.'s 2014 Annual Report on Form 10-K and in
its other SEC filings available for free on the SEC’s website at
www.sec.gov and on Motorola Solutions’ website at
www.motorolasolutions.com, could cause Motorola Solutions’ actual
results to differ materially from those estimated or predicted in
the forward-looking statements. Many of these risks and
uncertainties cannot be controlled by Motorola Solutions and
factors that may impact forward-looking statements include, but are
not limited to: (1) the economic outlook for the government
communications industry; (2) the impact of foreign currency
fluctuations on the company; (3) the level of demand for the
company's products; (4) the company's ability to introduce new
products and technologies in a timely manner; (5) negative impact
on the company's business from global economic and political
conditions, which may include: (i) continued deferment or
cancellation of purchase orders by customers; (ii) the inability of
customers to obtain financing for purchases of the company's
products; (iii) increased demand to provide vendor financing to
customers; (iv) increased financial pressures on third-party
dealers, distributors and retailers; (v) the viability of the
company's suppliers that may no longer have access to necessary
financing; (vi) counterparty failures negatively impacting the
company’s financial position; (vii) changes in the value of
investments held by the company's pension plan and other defined
benefit plans, which could impact future required or voluntary
pension contributions; and (viii) the company’s ability to access
the capital markets on acceptable terms and conditions; (6) the
impact of a security breach or other significant disruption in the
company’s IT systems, those of its partners or suppliers or those
the company sells to or operates or maintains for its customers;
(7) the outcome of ongoing and future tax matters; (8) the
company's ability to purchase sufficient materials, parts and
components to meet customer demand, particularly in light of global
economic conditions and reductions in the company’s purchasing
power; (9) risks related to dependence on certain key suppliers,
subcontractors, third-party distributors and other representatives;
(10) the impact on the company's performance and financial results
from strategic acquisitions or divestitures; (11) risks related to
the company's manufacturing and business operations in foreign
countries; (12) the creditworthiness of the company's customers and
distributors, particularly purchasers of large infrastructure
systems; (13) exposure under large systems and managed services
contracts, including risks related to the fact that certain
customers require that the company build, own and operate their
systems, often over a multi-year period; (14) the ownership of
certain logos, trademarks, trade names and service marks including
“MOTOROLA” by Motorola Mobility Holdings, Inc.; (15) variability in
income received from licensing the company's intellectual property
to others, as well as expenses incurred when the company licenses
intellectual property from others; (16) unexpected liabilities or
expenses, including unfavorable outcomes to any pending or future
litigation or regulatory or similar proceedings; (17) the impact of
the percentage of cash and cash equivalents held outside of the
United States; (18) the ability of the company to pay future
dividends due to possible adverse market conditions or adverse
impacts on the company’s cash flow; (19) the ability of the company
to repurchase shares under its repurchase program due to possible
adverse market conditions or adverse impacts on the company’s cash
flow; (20) the impact of changes in governmental policies, laws or
regulations; (21) negative consequences from the company's
outsourcing of various activities, including certain business
operations, information technology and administrative functions;
(22) the impact of the sale of the company’s enterprise legacy
information systems, including components of the enterprise
resource planning (ERP) system and the implementation of a new ERP
system; (23) the satisfaction of the conditions to closing the
investment by Silver Lake; and (24) the ability of Motorola
Solutions to commence and complete the intended tender offer for
its shares, including the amount of such tender offer. Motorola
Solutions undertakes no obligation to publicly update any
forward-looking statement or risk factor, whether as a result of
new information, future events or otherwise.
Additional Information for Investors
This communication is for informational purposes only, is not a
recommendation to buy or sell Motorola Solutions common stock, and
does not constitute an offer to buy or the solicitation to sell
shares of Motorola Solutions common stock. The tender offer
described in this communication has not yet commenced, and there
can be no assurances that Motorola Solutions will commence the
tender offer on the terms described in this communication or at
all. The tender offer will be made only pursuant to the Offer to
Purchase, Letter of Transmittal and related materials that Motorola
Solutions expects to file with the Securities and Exchange
Commission upon commencement of the tender offer. STOCKHOLDERS ARE
URGED TO CAREFULLY READ THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED MATERIALS WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS
TERMS OF, AND CONDITIONS TO, THE TENDER OFFER, THAT STOCKHOLDERS
SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING
THEIR SHARES. Once the tender offer is commenced, stockholders will
be able to obtain a free copy of the tender offer statement on
Schedule TO, the Offer to Purchase, Letter of Transmittal and other
documents that Motorola Solutions will be filing with the
Securities and Exchange Commission at the Commission’s website at
www.sec.gov. Additional copies of these materials may be obtained
for free by contacting Motorola Solutions at 1303 E. Algonquin
Road, Schaumburg, Illinois, 60196, Attn: Investor Relations, or
Alliance Advisors, LLC, the information agent for the tender offer,
at (855) 737-3180.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150805005751/en/
Media ContactsMOTOROLA SOLUTIONSTama McWhinney+1
847-538-1865tama.mcwhinney@motorolasolutions.comorSILVER
LAKEPatricia Graue+1
212-333-3018silverlake@brunswickgroup.comorInvestor
ContactsMOTOROLA SOLUTIONSShep Dunlap+1
847-538-7367shep.dunlap@motorolasolutions.comChris Kutsor+1
847-538-7367chris.kutsor@motorolasolutions.com
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