Acquisition strengthens Zebra’s position in the
rugged mobility market and advances our Enterprise Asset
Intelligence vision
Zebra Technologies Corporation (NASDAQ: ZBRA) and Xplore
Technologies Corporation (NASDAQ: XPLR) today announced that their
boards of directors have approved a definitive agreement in which
Zebra will acquire all outstanding common stock of Xplore for $6.00
per share in cash. Under the terms of the agreement, Zebra plans to
effect the acquisition via a tender offer.
Over its 22-year history, Xplore has established a leading
position as an innovative developer of semi-, fully- and
ultra-rugged tablets, 2-in-1 laptops, and a range of performance
matched accessories. Xplore’s highly differentiated products are
designed to withstand demanding conditions across diverse end
markets. These products serve existing vertical markets for Zebra
such as retail, manufacturing, transportation & logistics and
healthcare, and provide an inroad into new markets including oil
& gas, utility, government and public safety. Xplore generated
revenue of $87 million in the 12-month period ended March 31,
2018.
“In today’s on-demand economy, investments to digitize
operations are central to our customers’ strategies. The
acquisition of Xplore enhances our product lineup and gives Zebra a
complete rugged tablet portfolio that enables our customers to gain
a performance edge,” said Anders Gustafsson, chief executive
officer of Zebra Technologies. “We’d previously outlined potential
areas of expansion that are a natural fit for Zebra and its
Enterprise Asset Intelligence vision, and this acquisition is
aligned with that strategy. The addition of Xplore provides access
to a great team and great products in an attractive market and
should enable us to grow the category double digits going
forward.”
Xplore’s offerings complement Zebra’s industry-leading
enterprise mobile computing, data capture, and printing portfolios,
which will now serve a wider range of enterprise customers and
accelerate growth. Zebra’s scale, vertical market expertise, and
go-to-market footprint will create substantial synergies. Zebra
expects this transaction to be neutral to its non-GAAP earnings for
2018, and accretive beyond this year.
“We are excited to join Zebra, the worldwide leader in
enterprise mobility and visibility. This acquisition validates the
incredible work our team does every day to develop innovative
solutions and serve our customers,” said Tom Wilkinson, chief
executive officer of Xplore Technologies. “Our products are a
natural fit for Zebra, creating a comprehensive rugged mobility
portfolio that stands against any competitor.”
Terms of the Transaction
Zebra is effecting the acquisition through a public tender offer
for 100% of the shares of Xplore. In connection with the execution
of the merger agreement, certain Xplore shareholders have entered
into tender support agreements with Zebra pursuant to which they
have agreed to tender their shares to Zebra's offer. The aggregate
consideration of the transaction, including assumed indebtedness,
is expected to be less than or equal to $90 million. Zebra expects
to fund the transaction with a combination of cash on hand along
with fully committed financing available under its credit facility.
The transaction is subject to customary closing conditions and is
expected to close in the third quarter of 2018.
PJT Partners is acting as financial advisor and Kirkland &
Ellis LLP is acting as legal advisor to Zebra. Sheppard Mullin is
acting as legal advisor and Duff & Phelps provided a fairness
opinion to Xplore.
Additional Information and Where to Find It
The tender offer described in this press release (the “Offer”)
has not yet commenced. This press release is neither an
offer to purchase nor a solicitation of an offer to sell any shares
of Xplore common stock or any other securities of Zebra and
Wolfdancer Acquisition Corp., each of whom will file a tender offer
statement on Schedule TO (“Schedule TO”) with the SEC, and Xplore
will file a solicitation/recommendation statement on Schedule 14D-9
(“Schedule 14D-9”), each with respect to the planned Offer
described in this press release. Any offers to purchase or
solicitations of offers to sell will be made only pursuant to such
statements. Investors and security holders are urged to
read, carefully and in their entirety, both the Schedule TO and the
Schedule 14D-9 regarding the Offer, each as may be amended from
time to time, and any other documents relating to the Offer that
are filed with the SEC, when they become available because they
will contain important information relevant to making any decision
regarding tendering shares. Such materials, when prepared and ready
for release, will be made available to Xplore’s stockholders at no
expense to them. In addition, at such time such materials (and all
other offer documents filed with the SEC) will be available at no
charge on the SEC’s website at https://www.sec.gov and
also may be obtained by directing a request to Xplore Investor
Relations at 8601 RR 2222, Building II, Suite 100, Austin, TX
78730, Tel: 512-637-2704.
Xplore Technologies Safe Harbor Statement
This news release contains forward-looking statements that
involve risks and uncertainties, which may cause actual results to
differ materially from the statements made. When used in this
document, the words “may”, “would”, “could”, “will”, “intend”,
“plan”, “anticipate”, “believe”, “estimate”, “expect” and similar
expressions are intended to identify forward-looking statements.
Such statements reflect Xplore’s current views with respect to
future events and are subject to such risks and uncertainties. Many
factors could cause actual results to differ materially from the
statements made including those factors detailed from time to time
in filings made by Xplore with securities regulatory authorities.
Should one or more of these risks or uncertainties materialize, or
should assumptions underlying the forward-looking statements prove
incorrect, actual results may vary materially from those described
herein as intended, planned, anticipated or expected. Xplore does
not intend and does not assume any obligation to update these
forward-looking statements.
Zebra Technologies Safe Harbor Statement
This press release contains forward-looking statements, as
defined by the Private Securities Litigation Reform Act of 1995,
including, without limitation, the statements regarding the
company’s outlook and the ability to complete the acquisition of
Xplore. Actual results may differ from those expressed or implied
in the company’s forward-looking statements. These statements
represent estimates only as of the date they were made. Zebra
undertakes no obligation, other than as may be required by law, to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events, changed
circumstances or any other reason after the date of this
release.
These forward-looking statements are based on current
expectations, forecasts and assumptions and are subject to the
risks and uncertainties inherent in Zebra’s industry, market
conditions, general domestic and international economic conditions,
and other factors. These factors include customer acceptance of
Zebra’s hardware and software products and competitors’ product
offerings, and the potential effects of technological changes. The
continued uncertainty over future global economic conditions, the
availability of credit and capital markets volatility may have
adverse effects on Zebra, its suppliers and its customers. In
addition, a disruption in our ability to obtain products from
vendors as a result of supply chain constraints, natural disasters
or other circumstances could restrict sales and negatively affect
customer relationships. Profits and profitability will be affected
by Zebra’s ability to control manufacturing and operating costs.
Because of its debt, interest rates and financial market conditions
will also have an impact on results. Foreign exchange rates will
have an effect on financial results because of the large percentage
of our international sales. The outcome of litigation in which
Zebra may be involved is another factor. The success of integrating
acquisitions could also affect profitability, reported results and
the company’s competitive position in its industry. These and other
factors could have an adverse effect on Zebra’s sales, gross profit
margins and results of operations and increase the volatility of
our financial results. When used in this release and documents
referenced, the words “anticipate,” “believe,” “outlook,” and
“expect” and similar expressions, as they relate to the company or
its management, are intended to identify such forward-looking
statements, but are not the exclusive means of identifying these
statements. Descriptions of the risks, uncertainties and other
factors that could affect the company’s future operations and
results can be found in Zebra’s filings with the Securities and
Exchange Commission, including the company’s most recent Form
10-K.
About Xplore Technologies
As a leading supplier and authority in rugged mobility, Xplore
provides the technology, solutions and specialized vertical
expertise customers need to maximize resources, minimize costs, and
drive business productivity through mobility. Not only does Xplore
offer a broad portfolio of genuinely rugged mobile computers – and
a complete accessory ecosystem – but the company’s award-winning
tablets, handhelds and 2-in-1 laptops are among the fastest and
longest lasting in their class, built to withstand nearly any
hazardous condition or environmental extreme for years without
fail. The enterprise-grade power, security flexibility, and
versatility of Xplore’s rugged mobile computers make it easy for
industrial, enterprise, government, and field service organizations
to scale mobile workflows and boost mobile worker efficiency while
working in the office, vehicle, and field.
About Zebra
With the unparalleled operational visibility Zebra (NASDAQ:
ZBRA) provides, enterprises become as smart and connected as the
world we live in. Real-time information – gleaned from visionary
solutions including hardware, software and services – give
organizations the competitive edge they need to simplify
operations, know more about their businesses and customers and
empower their mobile workers to succeed in today’s data-centric
world. For more information, visit www.zebra.com or sign up for our
news alerts. Follow us on LinkedIn, Twitter and Facebook.
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version on businesswire.com: https://www.businesswire.com/news/home/20180705005217/en/
Zebra
Technologies:Investor Contact:Michael Steele,
CFA, IRC, + 1 847 793 6707Vice President, Investor
Relationsmsteele@zebra.comorMedia Contact:Therese Van Ryne,
+ 1 847 370 2317Director, Global Public
Relationstherese.vanryne@zebra.comorXplore
Technologies:Darrow Associates Investor RelationsMatt
Kreps, +1 214 597 8200mkreps@darrowir.com
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