Motorola Extends Tender Offer to Acquire Controlling Interest in Vertex Standard
SCHAUMBURG, Ill. - Motorola, Inc. (NYSE: MOT) announced today that its subsidiary, MI, Inc., has extended the tender offer period in connection with its offer to acquire a controlling interest in Vertex Standard Co., Ltd. (JASDAQ: 6821) (“Vertex Standard”), a global provider of 2-way radio communication solutions
The tender offer period has been extended from December 26, 2007 to January 15, 2008. The extension was required because an amendment to the tender offer disclosure document has been filed announcing that all regulatory approvals required for the completion of the transaction have been granted. The tender offer must remain open at least 10 business days following such an amendment.
As previously announced on November 5, 2007, Motorola will form a joint venture with Tokogiken, a privately held Japanese company, controlled by Jun Hasegawa, current president and CEO of Vertex Standard. Upon successful completion of the tender offer and subsequent restructuring process, Motorola will own 80% of Vertex Standard and Tokogiken will retain 20%. The Board of Directors of Vertex Standard has expressed its support for the tender offer.
Vertex Standard is a leader within the Land Mobile Radio segment, where the company continues to demonstrate particular brand strength in high value, entry level solutions. The joint venture will develop and sell Vertex Standard branded products and develop select Motorola branded products.
The approximate number of shares of Vertex Standard Co., Ltd tendered to date is 1,230,000 shares, representing approximately 17% of the outstanding shares of Vertex Standard, which tendered shares do not include the shares owned and committed to be tendered by Tokogiken and Mr. Jun Hasegawa. There have been no stock acquisition rights tendered to date.
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 connect 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 $42.8 billion in 2006. For more information about our company, our people and our innovations, please visit http://www.motorola.com.
About Vertex Standard
Vertex Standard Co. Ltd is a company primarily engaged in radio communication products for land, marine, airband, and amateur Since the company was incorporated in 1956, Vertex Standard has become a global two-way radio manufacturer with advanced technologies. With customer satisfaction as its number one priority, the company has supplied products that meet the changing demands of the 2-way radio communications market. Sales for the fiscal year-ending March 2007 were approximately 21,983,000,000 yen. Details for Vertex Standard are available at http://www.vxstd.com/jp/.
Certain statements contained in this press release, including the expected timetable for completing the proposed tender offer, future financial and operating results, benefits and synergies of the transaction and any other statements regarding Motorola’s or Vertex Standard’s 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) Motorola’s ability to consummate the tender offer; (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 possibility that the parties may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all; (iv) revenues following the transaction may be lower than expected; (v) 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; (vi) the retention of certain key employees at Vertex Standard; and (vii) the other factors described in Motorola’s Annual Report on Form 10-K for the year ended December 31, 2006 and its most recent quarterly report filed with the SEC. Motorola assumes 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.
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This press release is a public news statement for announcing the tender offer and is not for soliciting to sell the share certificates or stock acquisition rights of the target company. When you plan to apply for the tender offer to sell the share certificates or stock acquisition rights, you would apply for the tender offer at your judgment after reading the TOB explanatory statement prepared by the tender Offeror. This press release shall not correspond to nor partially constitute an offer or a solicitation to sell securities and a solicitation of the offer to purchase securities. This press release shall not constitute the agreement regarding the tender offer, nor be relied in signing of the agreement. In some countries or regions, announcement, publishing and distribution of this press release would be restricted. In this case, please take note of the restriction and comply with the rule. In the countries where the tender offer is regarded illegal, if this press release is received by someone, it shall not constitute solicitation of the offer to purchase or sell securities concerning the tender offer and it shall be regarded as strictly distribution of the information.
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