The total purchase price
for 80% of the outstanding shares on a fully diluted basis will be
approximately ¥12.3 billion (approximately US $108 million).
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 Motorola brand will continue to focus on higher featured,
higher tier products and continue to utilize existing Motorola
distribution channels.
The joint venture will 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 will also provide Motorola with
access to new business opportunities. In addition, Vertex Standard’s
solutions are highly complementary with Motorola’s products and will
add greater depth and breadth to Motorola’s Government and Public
Safety business. The venture will also provide additional engineering
talent for Motorola.
Additional Transaction Details
Upon
successful completion of the tender offer and subsequent planned
restructuring, 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.
The shareholders of Vertex Standard who do not tender
their shares in the tender offer will receive cash consideration for
the shares which they hold as a result of the restructuring following
successful completion of the tender offer.
The tender offer,
which is subject to regulatory and other customary conditions, is
expected to close in early January 2008. In addition, Motorola must
complete the tender offer within 60 working days of its commencement,
as required by Japanese law.
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 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/.
Forward-Looking Statements
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.
# # #
Media Contact:
Jennifer Erickson
Motorola, Inc.
+1 847-435-5320
This email address is being protected from spam bots, you need Javascript enabled to view it
Mary Lamb
Motorola Asia Pacific
+ 852 2966 3717
This email address is being protected from spam bots, you need Javascript enabled to view it
Investor Contact:
Dean Lindroth
Motorola, Inc.
+1 847-576-6899
This email address is being protected from spam bots, you need Javascript enabled to view it
