Motorola to Expand Enterprise Capabilities Through Acquisition of Symbol Technologies
19 September 2006 - 9:36PM
PR Newswire (US)
Transaction Will Enhance Motorola's Technology Leadership and
Advance the Company's Vision of Seamless Mobility SCHAUMBURG, Ill.
and HOLTSVILLE, N.Y., Sept. 19 /PRNewswire-FirstCall/ -- Motorola,
Inc. (NYSE:MOT) and Symbol Technologies, Inc. (NYSE:SBL) announced
today that the two companies have signed a definitive merger
agreement, under which Motorola has agreed to acquire all of the
outstanding shares of Symbol for $15 per share in cash. The
transaction has a total equity value of approximately $3.9 billion
on a fully-diluted basis. As of June 30, 2006, Symbol had
approximately $200 million of net cash. Symbol is a leader in
designing, developing, manufacturing and servicing products and
systems used in end-to-end enterprise mobility solutions featuring
rugged mobile computing, advanced data capture, radio frequency
identification (RFID), wireless infrastructure and mobility
management. The company's products and services help customers
increase workforce productivity, improve customer service and
enhance operational efficiencies by delivering information in
real-time, as people, information and assets are on-the-move.
Symbol is recognized as an industry leader in technology
innovation, with a world-class product portfolio and valuable
intellectual property. In addition, Symbol has a strong partner
network and possesses deep domain knowledge and expertise in key
verticals including retail, travel and transportation,
manufacturing, wholesale distribution and healthcare. "Everything
is going digital, and everything digital is going mobile -- this is
especially evident in the way businesses are run today. Motorola
and Symbol share the same vision of a digital, mobile world for
enterprises that matches the world people enjoy at home and at
play," said Motorola Chairman and CEO, Ed Zander. "This transaction
significantly advances Motorola's enterprise mobility strategy and
is consistent with our focus on building on our already strong
intellectual property portfolio and extending Motorola's seamless
mobility leadership. We are confident that this transaction will
create significant value for stockholders by establishing a strong
presence for Motorola in attractive adjacencies with enormous
potential for sustained growth." "We believe this is an outstanding
transaction for our stockholders, associates, customers and
partners," said Sal Iannuzzi, President and CEO of Symbol
Technologies. "Motorola is at the forefront of mobile
communications and enterprise solutions technology, making it the
ideal partner for Symbol. This combination meets our goal of
delivering value to our stockholders while creating exciting future
growth opportunities for Symbol's associates and partners, and
enhanced products and services for our customers. We look forward
to working with the Motorola team to ensure a rapid and seamless
transition." "Motorola and Symbol share a common vision of
providing enterprise mobility solutions. Symbol's world-class
product platform complements Motorola's vision of seamless mobility
and will be the core of Motorola's enterprise group," said Greg
Brown, president of Motorola's Networks and Enterprise business.
"By combining our adjacent assets, expertise, customer and supplier
bases and industry-leading products, we will together be a leading
player in enterprise mobility. We can also deliver significant
value to both our customers and stockholders." The acquisition of
Symbol complements Motorola's vision to deliver seamless mobility
solutions to the globe. Motorola's Networks and Enterprise business
has more than 65 years of experience in meeting the
mission-critical requirements of public safety, government and
enterprise customers worldwide. This acquisition strengthens
Motorola's breadth of product solutions and introduces an extensive
array of experienced channel partners to provide our seamless
mobility experience to the enterprise. Upon completion of the
transaction, Symbol will become a wholly owned subsidiary of
Motorola and will be the cornerstone of Motorola's Networks and
Enterprise business. Motorola intends to maintain Symbol's
Holtsville, N.Y. headquarters, which will be the core of Motorola's
global enterprise mobility business and serve as a center of
excellence. The transaction is expected to be accretive to
Motorola's earnings per share in the first year following closing,
excluding certain non-cash charges relating to amortization
associated with acquired intangibles and other one- time accounting
and transaction-related costs. The acquisition is subject to
customary regulatory approval and the approval of Symbol's
stockholders, and is expected to be completed in late 2006 or early
2007. The acquisition of Symbol will not affect the pace of
Motorola's share repurchase activity. Conference Call and Webcast
Information Motorola and Symbol will host a joint conference call
at 8:30 a.m. Eastern Time on Tuesday, September 19, 2006. To
participate in the conference call, please dial 888-802-8574 (U.S.)
or 973-628-6885 (international), reference conference ID number
7887522. There will also be a live Webcast of the conference call
on both companies' Web sites at http://www.motorola.com/ and
http://www.symbol.com/. The Webcast will be archived on both
companies' Web sites through October 2, 2006. About Symbol
Technologies Symbol Technologies, Inc., The Enterprise Mobility
Company(TM), is a recognized worldwide leader in enterprise
mobility, delivering products and solutions that capture, move and
manage information in real time to and from the point of business
activity. Symbol Technologies enterprise mobility solutions
integrate advanced data capture products, radio frequency
identification technology, mobile computing platforms, wireless
infrastructure, mobility software and world-class services
programs. Symbol Technologies enterprise mobility products and
solutions are proven to increase workforce productivity, reduce
operating costs, drive operational efficiencies and realize
competitive advantages for the world's leading companies. More
information is available at http://www.symbol.com/. About Motorola
Motorola is known around the world for innovation and leadership in
wireless and broadband communications. Inspired by our vision of
Seamless Mobility, the people of Motorola are committed to helping
you get and stay connected simply and seamlessly to the people,
information, and entertainment that you want and need. We do this
by designing and delivering "must have" products, "must do"
experiences and powerful networks -- along with a full complement
of support services. A Fortune 100 company with global presence and
impact, Motorola had sales of US $35.3 billion in 2005. For more
information about our company, our people and our innovations,
please visit http://www.motorola.com/. Forward-Looking Statements
Certain statements contained in this press release, including the
expected timetable for completing the proposed transaction between
Motorola and Symbol Technologies, future financial and operating
results, benefits and synergies of the transaction, future
opportunities for the combined company and products, any other
statements regarding Motorola's or Symbol Technologies' future
expectations, beliefs, goals or prospects, and any statements that
are not statements of historical facts might be considered
forward-looking statements. While these forward-looking statements
represent managements' current judgment of future events, they are
subject to risks and uncertainties that could cause actual results
to differ materially from those stated in the forward-looking
statements. Important factors that could cause actual results or
events to differ materially from those indicated by such
forward-looking statements, include: (i) the parties' ability to
consummate the transaction; (ii) the conditions to the completion
of the transaction may not be satisfied, or the regulatory
approvals required for the transaction may not be obtained on the
terms expected or on the anticipated schedule; (iii) the parties'
ability to meet expectations regarding the timing, completion and
accounting and tax treatments of the transaction; (iv) the
possibility that the parties may be unable to achieve expected
synergies and operating efficiencies within the expected
time-frames or at all; (v) Motorola's ability to successfully
integrate Symbol Technologies' operations into those of Motorola
and the possibility that such integration may be more difficult,
time-consuming or costly than expected; (vi) revenues following the
transaction may be lower than expected; (vii) operating costs,
customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) may be greater than
expected following the transaction; (viii) the retention of certain
key employees at Symbol Technologies; (ix) the inability to protect
either party's intellectual property rights may weaken its
competitive position; (x) certain software is licensed from third
parties who require, among other things, the payment of royalties,
which could affect the development and enhancement of either
party's products; (xi) third parties may claim that either party's
products infringe their intellectual property rights; and (xii) the
other factors described in Motorola's Annual Report on Form 10-K
for the year ended December 31, 2005 and its most recent quarterly
report filed with the SEC, and Symbol Technologies' Annual Report
on Form 10-K for the year ended December 31, 2005 and its most
recent quarterly report filed with the SEC. Motorola and Symbol
Technologies assume no obligation to update or revise any
forward-looking statement in this press release, and such
forward-looking statements speak only as of the date hereof.
Additional Information and Where to Find It In connection with the
proposed acquisition and required stockholder approval, Symbol
Technologies will file with the SEC a preliminary proxy statement
and a definitive proxy statement. The definitive proxy statement
will be mailed to the stockholders of Symbol Technologies. Symbol
Technologies' stockholders are urged to read the proxy statement
and other relevant materials when they become available because
they will contain important information about the acquisition and
Symbol Technologies. Investors and security holders may obtain free
copies of these documents (when they are available) and other
documents filed with the SEC at the SEC's web site at
http://www.sec.gov/. In addition, investors and security holders
may also obtain free copies of the documents filed by Symbol
Technologies with the SEC by going to Symbol Technologies' Investor
Relations page on its corporate web site at http://www.symbol.com/.
Symbol Technologies and its officers and directors may be deemed to
be participants in the solicitation of proxies from Symbol
Technologies' stockholders with respect to the proposed
acquisition. Information about Symbol Technologies' executive
officers and directors and their ownership of Symbol Technologies
common stock is set forth in the proxy statement for Symbol
Technologies' 2006 Annual Meeting of Stockholders, which was filed
with the SEC on March 28, 2006. Investors and security holders may
obtain more detailed information regarding the direct and indirect
interests of Symbol Technologies and its respective executive
officers and directors in the acquisition by reading the
preliminary and definitive proxy statements regarding the
acquisition, which will be filed with the SEC. In addition,
Motorola and its officers and directors may be deemed to have
participated in the solicitation of proxies from Symbol
Technologies' stockholders in favor of the approval of the proposed
acquisition. Information concerning Motorola's directors and
executive officers is set forth in Motorola's proxy statement for
its 2006 Annual Meeting of Stockholders, which was filed with the
SEC on March 10, 2006. This document is available free of charge at
the SEC's web site at http://www.sec.gov/ or by going to Motorola's
Investor Relations page on its corporate web site at
http://www.motorola.com/.
http://www.newscom.com/cgi-bin/prnh/20020307/MOTLOGO
http://www.newscom.com/cgi-bin/prnh/20020415/MOTNOTAGLOGO
http://photoarchive.ap.org/ DATASOURCE: Motorola, Inc.; Symbol
Technologies, Inc. CONTACT: Jennifer Weyrauch-Erickson of Motorola,
+1-847-435-5320, ; or Patricia Hall of Symbol Technologies,
+1-631-738-5636, Web site: http://www.motorola.com/
http://www.symbol.com/
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