SCHAUMBURG, Ill. and LONDON – June 15, 2012 – Motorola Solutions, Inc. (NYSE: MSI) ("Motorola Solutions") and Psion Plc. (LN: PON) ("Psion") today announced that they have agreed on the terms of a recommended offer by Motorola Solutions for all Psion shares for 88 pence (US $1.36) in cash per Psion share. It is intended that the acquisition will be effected by way of a recommended cash offer.
Psion has been a pioneer in ruggedized mobile computing products and their application in industrial segments around the world. With headquarters in London and a major operational presence near Toronto, Canada, Psion has been a leader in mobile computing solutions since 1980. Psion has approximately 830 employees, customers in more than 50 countries and delivered 2011 revenues of £176 million (approximately US $273 million).
Greg Brown, chairman and CEO of Motorola Solutions, said: “Psion is a compelling opportunity to strengthen our industry-leading, mobile-computing portfolio with ruggedized handheld products and vehicle-mount terminals that will deepen our presence in the global markets in which we compete.”
John Hawkins, chairman of Psion, said: "The Psion directors are pleased to unanimously recommend this offer by Motorola Solutions at a price which offers a significant cash premium to both the current and recent market prices. Psion continues to successfully deliver on its strategy of introducing exciting new products while strictly managing the cost base. The offer by Motorola Solutions provides Psion's shareholders with certainty in an environment where certainty is in short supply."
Under the terms of the acquisition, Psion shareholders will receive 88 pence (US $1.36) in cash for each Psion share through a recommended cash offer, valuing Psion's issued ordinary share capital at approximately £129 million (US $200 million). The consideration represents a premium of approximately 45 percent to the closing price of 60.5 pence per Psion share on June 14, 2012, the last trading day prior to this announcement and a premium of approximately 66 percent to the six-month average price of 52.9 pence per Psion share prior to June 15, 2012. The acquisition is expected to close in the fourth quarter of 2012.
Motorola Solutions expects to realize cost and revenue synergies resulting in margin expansion opportunities and expects the transaction to be accretive to earnings per share on a non-U.S. GAAP basis in the first full year following completion and on a U.S. GAAP basis in the second full year following completion.
Organization and Management
Upon completion of the acquisition, Motorola Solutions will combine Psion within Motorola Solutions' Enterprise Mobile Computing (EMC) business, reporting to Girish Rishi, corporate vice president, EMC.
Terms and Approvals
Full details of the offer are contained in an announcement made today in the United Kingdom under Rule 2.7 of the U.K. Takeover Code. Each Psion director intends to recommend Psion shareholders to accept the offer, as each Psion director who holds Psion shares has irrevocably undertaken to Motorola Solutions to do so in relation to Psion shares in which he holds a beneficial interest, amounting to, in aggregate, 153,929 Psion shares and representing, in aggregate, 0.11 percent of Psion's issued share capital.
Motorola Solutions has acquired from certain Psion shareholders, in aggregate, 14,077,244 Psion shares (representing, in aggregate, approximately 9.999 percent of Psion's issued share capital).
Motorola Solutions also has received irrevocable commitments from certain Psion shareholders to accept the offer in respect of, in aggregate, 23,766,467 Psion shares (representing approximately 16.88 percent of Psion's issued share capital). These irrevocable commitments are subject to certain conditions, further details of which are described in the Rule 2.7 announcement.
In connection with today's announcement, Motorola Solutions is expected to make the recommended cash offer for all Psion shares within 28 calendar days. The transaction is conditional upon the tender of 90 percent of Psion shares, regulatory approval and the satisfaction of other customary closing conditions.
Goldman Sachs is serving as Motorola Solutions' financial adviser and Clifford Chance is serving as Motorola Solutions' legal counsel in relation to the transaction. Canaccord Genuity Hawkpoint Limited is serving as financial adviser to Psion and Slaughter and May is serving as legal counsel to Psion in relation to the transaction.
This press release, including information included or incorporated by reference in this press release, may contain "forward-looking statements" within the meaning of applicable federal securities laws concerning each of Motorola Solutions and Psion. In respect of Motorola Solutions, these forward-looking statements are made pursuant to the safe harbour provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates", "estimates" or similar expressions identify forward-looking statements. These statements are based on assumptions and assessments made by Motorola Solutions and/or Psion in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, and include, but are not limited to: (1) the satisfaction of the conditions to closing, including (a) receipt of regulatory approvals, and (b) receipt of the requisite number of acceptances by Psion shareholders; (2) the expected timeline for completing the transaction; (3) Motorola Solutions' ability to integrate Psion with its Enterprise Mobility Computing business in an efficient and effective manner; (4) Motorola Solutions' ability to achieve expected cost savings associated with the transaction; (5) the impact on Motorola Solutions' performance and financial results deriving from the perceived benefits of the transaction; and (6) current economic conditions, particularly in Europe, where Psion has a significant amount of sales, as well as future market conditions and the behaviours of other market participants. Therefore undue reliance should not be placed on such statements which speak only as at the date of this press release and do not represent the views of Motorola Solutions or Psion as of any subsequent date. A detailed description of other risks and uncertainties affecting Motorola Solutions is contained in Item 1A of Motorola Solutions' 2011 Annual Report on Form 10-K and in its other filings with the Securities and Exchange Commission (SEC). These filings are available for free on the SEC's website at www.sec.gov and on Motorola Solutions' website at www.motorolasolutions.com. Neither Motorola Solutions nor Psion assume any obligation to, and do not intend to, update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required pursuant to applicable law.
Nothing in this press release is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per Psion share or Motorola Solutions share for the current or future financial years, or those of the combined group, will necessarily match or exceed the historical published earnings per Psion share or Motorola Solutions share.
Psion is one of the pioneers of quality mobile handheld computers and their application in industrial segments around the world. Psion has been an innovator in mobile computing since 1980 with the invention of the PDA. Teklogix, founded in 1967 and acquired by Psion in 2000, began development of rugged, wireless products in the early 80s. Today Psion helps its global customers solve their business problems through rugged mobile communications technology and applications.
Psion's core business is the design, manufacture, supply and service of rugged, handheld and vehicle-mounted devices designed to improve business efficiency and productivity for leading enterprises around the world.
Through its open innovation business model, Psion has the ability to work directly with its customers and partners to co-create new variants of its mobile hardware, software and service that meet the specific needs of the marketplace.