Motorola Successfully Completes Tender Offer for Controlling Interest in Vertex Standard Co., Ltd.
Motorola, Inc. (NYSE: MOT) announced today that its subsidiary, MI, Inc., has successfully completed its tender offer to acquire a controlling interest in Vertex Standard Co., Ltd.(JASDAQ: 6821), a global provider of 2-way radio communication solutions. The tender offer period expired on January 15, 2008, with approximately 5.4 million shares tendered and accepted.
Following the settlement of the tender offer for approximately 12.0 billion Yen in cash and starting on January 22, 2008, Motorola will have a total ownership stake of approximately 78% of Vertex Standard on a fully diluted basis (excluding certain stock acquisition rights that are scheduled to be cancelled), while Tokogiken Co., Ltd., a privately held Japanese company controlled by Vertex Standard’s president and CEO Jun Hasegawa, will retain a 20% stake. Through a subsequent restructuring process Motorola will own 80% of Vertex Standard. As previously announced on November 5, 2007, Motorola launched the tender offer in cooperation with Tokogiken with the intention of forming a joint venture to develop and sell Vertex Standard branded products and develop select Motorola branded products. All regulatory clearances required for the completion of the transaction have been obtained.
"We are extremely pleased to team with Motorola, a global technology leader that has been a leading provider and pioneer in 2-way radio communication solutions,” said Jun Hasegawa, president and CEO of Vertex Standard. “With Motorola, Vertex Standard will be stronger and better positioned to deliver new and innovative 2-way radio solutions for professionals and consumers.”
“We are delighted to have successfully completed this stage of the transaction so that Motorola and Vertex Standard can move forward with our plan to deliver a combined and enhanced product offering to new regions and consumers around the world,” said Mark Moon, senior vice president of Motorola’s Government and Commercial Markets.
The joint venture is expected to expand and develop a comprehensive suite of products to address the rapidly growing demand for 2-way radio solutions. Vertex Standard’s strength in the Amateur, Marine and Airband (Avionics) segments provides Motorola with access to new business opportunities. In addition, Vertex Standard’s solutions are highly complementary with Motorola’s products and add greater depth and breadth to Motorola’s Government and Public Safety business. The venture also provides additional engineering talent for Motorola.
Following the restructuring, which will be implemented after the settlement of the tender offer, Vertex Standard will be de-listed from the JASDAQ. The joint venture company will continue to be called “Vertex Standard Co., Ltd.” and will become a subsidiary of Motorola, with headquarters in Tokyo.
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 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) the possibility that the parties may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all; (ii) revenues following the transaction may be lower than expected; (iii) 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; (iv) the retention of certain key employees at Vertex Standard; and (v) 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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