Motorola Solutions (NYSE:MSI) announced today that it has
commenced a modified "Dutch Auction" tender offer to repurchase
shares of its common stock for an aggregate purchase price of up to
$2 billion (subject to a customary increase if the tender offer is
oversubscribed).
Motorola Solutions stockholders may tender all or a portion of
their shares (1) at a price specified by the tendering stockholder
of not less than $61.00 per share and not more than $66.50 per
share or (2) without specifying a purchase price, in which case
their shares will be purchased at the purchase price determined in
accordance with the tender offer. When the tender offer expires,
Motorola Solutions will determine the lowest price within the range
of prices specified above that allows it to purchase up to an
aggregate of $2 billion of its common stock.
The company will fund the tender offer with a combination of
existing cash on the company’s balance sheet and proceeds from the
previously announced $1 billion strategic investment from Silver
Lake.
Stockholders will receive the purchase price in cash, subject to
applicable withholding and without interest. The stockholders’
shares must have been tendered at prices equal to or less than the
purchase price determined after the tender offer window closes,
subject to conditions of the offer. These conditions include
provisions related to proration, “odd lot” priority and conditional
tenders in the case that the total cost to purchase all of the
shares tendered at or below the purchase price is more than $2
billion.
These provisions are described in the “Offer to Purchase” and
the “Letter of Transmittal” relating to the tender offer that are
being filed with the U.S. Securities and Exchange Commission.
Motorola Solutions also reserves the right to purchase up to an
additional 2 percent of its shares outstanding without extending
the tender offer. All shares purchased by Motorola Solutions will
be purchased at the same price. All shares tendered at prices
higher than the purchase price will be promptly returned to
stockholders at Motorola Solutions’ expense.
The tender offer will not be conditioned on any minimum number
of shares being tendered; however, the tender offer will be subject
to a number of other terms and conditions specified in the Offer to
Purchase. The tender offer and withdrawal rights will expire at
midnight, at the end of the day on Sept. 3, 2015, unless extended
or terminated by Motorola Solutions.
Tenders of shares must be made prior to the expiration of the
tender offer and may be withdrawn at any time prior to the
expiration of the tender offer. Stockholders wishing to tender
their shares but who are unable to deliver them physically or by
“book-entry transfer” prior to the expiration of the tender offer,
or who are unable to make delivery of all required documents to the
depositary prior to the expiration of the tender offer, may tender
their shares by complying with the procedures set forth in the
Offer to Purchase for tendering by notice of guaranteed delivery.
Alliance Advisors is serving as information agent for the tender
offer. Goldman, Sachs & Co. and J.P. Morgan Securities LLC are
acting as dealer managers. Wells Fargo Bank, N.A. is acting as the
depositary for the tender offer.
Motorola Solutions’ board of directors has authorized the tender
offer. However, none of the company, the company's board of
directors, the dealer managers, the information agent, the
depositary or any of their affiliates makes any recommendation to
stockholders as to whether to tender or refrain from tendering
their shares or as to the price or prices at which stockholders may
choose to tender their shares. No person is authorized to make any
such recommendation. Stockholders must make their own decision as
to whether to tender their shares and, if so, how many shares to
tender and the price or prices at which their shares should be
tendered. In doing so, stockholders should read carefully the
information in, or incorporated by reference in, the Offer to
Purchase and the Letter of Transmittal (as they may be amended or
supplemented), including the purposes and effects of the offer.
Stockholders are urged to discuss their decisions with their own
tax advisors, financial advisors and/or brokers.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of applicable federal securities law, and generally
includes 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 from that investment, including through the intended
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 Trademark Holdings, LLC; (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 will be
made only pursuant to the Offer to Purchase, Letter of Transmittal
and related materials to be filed contemporaneously by Motorola
Solutions with the Securities and Exchange Commission. 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. 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.
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.
MOTOROLA, MOTOROLA SOLUTIONS and the Stylized M Logo are
trademarks or registered trademarks of Motorola Trademark Holdings,
LLC and are used under license. All other trademarks are the
property of their respective owners. ©2015 Motorola Solutions, Inc.
All rights reserved.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150807005169/en/
Media ContactTama McWhinneyMotorola Solutions+1
847-538-1865tama.mcwhinney@motorolasolutions.comorInvestor
ContactsShep DunlapMotorola Solutions+1
847-538-7367shep.dunlap@motorolasolutions.comChris KutsorMotorola
Solutions+1 847-538-7367chris.kutsor@motorolasolutions.com
Grafico Azioni Motorola Solutions (NYSE:MSI)
Storico
Da Set 2024 a Ott 2024
Grafico Azioni Motorola Solutions (NYSE:MSI)
Storico
Da Ott 2023 a Ott 2024