TIDMPON
RNS Number : 7079K
Motorola Solutions, Inc.
24 August 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
24 August 2012
RECOMMENDED CASH OFFER
by
MOTOROLA SOLUTIONS, INC. ("MOTOROLA SOLUTIONS")
for
PSION PLC ("PSION")
OFFER UPDATE, SATISFACTION OF CERTAIN ANTITRUST CONDITIONS AND
EXTENSION OF OFFER PERIOD
Introduction
On 15 June 2012 Motorola Solutions and Psion announced that they
had agreed on the terms of a recommended cash offer to be made by
Motorola Solutions to acquire the entire issued and to be issued
share capital of Psion (the "Offer"). The full terms and conditions
of the Offer and the procedures for acceptance were set out in the
offer document issued by Motorola Solutions on 12 July 2012 (the
"Offer Document").
On 3 August 2012, Motorola Solutions announced that the Offer
had been extended until 1.00 p.m. on 23 August 2012.
Terms used in this announcement have the meanings given to them
in the Offer Document unless stated otherwise. All references to
time in this announcement are to London time.
Level of acceptances
As at 1.00 p.m. on 23 August 2012, Motorola Solutions had
received valid acceptances of the Offer in respect of 104,473,975
Psion Shares (representing approximately 73.81 per cent. of the
existing issued share capital of Psion, and approximately 81.96 per
cent. of the Psion Shares to which the Offer relates), which
Motorola Solutions may count towards the satisfaction of the
acceptance condition to the Offer.
So far as Motorola Solutions is aware, none of these acceptances
have been received from persons acting in concert with Motorola
Solutions. Of these acceptances, acceptances have been received in
respect of, in aggregate, 32,581,226 Psion Shares (representing
approximately 23.02 per cent. of the existing issued share capital
of Psion) which were subject to irrevocable undertakings procured
by Motorola Solutions.
In addition, Motorola Solutions also owns 14,077,244 Psion
Shares (representing approximately 9.94 per cent. of the existing
issued share capital of Psion).
Accordingly, as at 1.00 p.m. on 23 August 2012, Motorola
Solutions either owned or had received valid acceptances of the
Offer in respect of a total of 118,551,219 Psion Shares
(representing approximately 83.76 per cent. of the existing issued
share capital of Psion).
The percentages of Psion Shares referred to in this announcement
are based upon a figure of 141,534,790 Psion Shares in issue on 23
August 2012.
Antitrust Conditions
Motorola Solutions has received written confirmations of
approval of the transaction from the German Federal Cartel Office
and the Portuguese Competition Authority respectively.
As a result, conditions (c)(ii) and (c)(iii) as set out in Part
A of Appendix I to the Offer Document have now been satisfied.
The Offer remains subject to the other terms and conditions set
out in the Offer Document, including Antitrust Conditions in
relation to Canada and the UK.
Extension of Offer Timetable
As announced by the Panel on 17 August 2012, in order to allow
time for the Office of Fair Trading to complete their review of
Motorola Solutions' application in connection with the Offer, the
offer timetable is being extended and Day 39 will now be the second
day after the announcement of the decision of the Office of Fair
Trading. Such extension of the offer timetable does not affect the
next closing date set out below.
Extension of Offer
The Offer, which remains subject to the other terms and
conditions set out in the Offer Document, is being extended and
will remain open for acceptance until the next closing date which
will be 1.00 p.m. on 13 September 2012.
Psion Shareholders who have not yet accepted the Offer are urged
to do so by the following deadlines:
-- If you are a holder of Psion Shares in certificated form, you
should complete and return the Form of Acceptance, which
accompanied the Offer Document, together with your original share
certificates or other documents of title, to the Receiving Agent as
soon as possible so it is received no later than 1.00 p.m. on 13
September 2012.
-- If you are a holder of Psion Shares in uncertificated form,
that is, in CREST, your Electronic Acceptance should be made and
settled, in accordance with the instructions set out in the Offer
Document, as soon as possible and, in any event, no later than 1.00
p.m. on 13 September 2012.
Interests in Psion Shares
Save as set out above, on 23 August 2012 (being the last
practicable date prior to the publication of this announcement),
neither Motorola Solutions, nor any person acting in concert with
Motorola Solutions has any right to subscribe for any relevant
securities of Psion nor does any such person have any short
position (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative or
any arrangement in relation to any relevant securities of Psion.
For these purposes, "arrangement" includes any agreement to sell or
any delivery obligation or right to require another person to
purchase or take delivery of any relevant securities of Psion and
any borrowing or lending of any relevant securities of Psion which
have not been on-lent or sold.
Further information
Psion Shareholders are advised to be very wary of any
unsolicited advice, offers to buy shares or any other
correspondence in connection with the Offer that does not originate
from Motorola Solutions, Psion, the Receiving Agent or Psion
Shareholders' own stockbrokers.
A copy of this announcement will be made available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Motorola Solutions'
website at www.motorolasolutions.com/disclosure and Psion's website
at http://investorrelations.psion.com by no later than 12 noon on
27 August 2012.
Enquiries:
Motorola Solutions Tel: +1 847 450 4957
Nicholas Sweers (Public Relations) Tel: +44 (0)7738 928 092
Simon Craddock (Public Relations) Tel: +1 847 400 6291
Shep Dunlap (Investor Relations)
Goldman Sachs International (financial adviser to Motorola Solutions) Tel: +44 (0) 20 7774 1000
Mark Sorrell
Adrian Beidas
Psion Tel: +44 (0) 20 7025 6860
John Conoley - CEO
Adrian Colman - CFO
Canaccord Genuity Hawkpoint (financial adviser and Rule 3 adviser to Psion) Tel: +44 (0) 20 7665 4500
Simon Russell
Alex Ballantine
Canaccord Genuity (broker to Psion) Tel: +44 (0) 20 7523 8000
Erik Anderson
Emma Gabriel
Buchanan Communications Tel: +44 (0) 20 7466 5000
Charles Ryland Email: psion@buchanan.uk.com
Suzanne Brocks
Louise Hadcocks
Goldman Sachs International, which is authorised and regulated
in the United Kingdom by the FSA, is acting exclusively for
Motorola Solutions and no one else in connection with the Offer and
will not be responsible to anyone other than Motorola Solutions for
providing the protections afforded to clients of Goldman Sachs
International nor for giving advice in relation to the Offer or any
matter or arrangement referred to in this announcement.
Canaccord Genuity Hawkpoint Limited, which is authorised and
regulated in the United Kingdom by the FSA, is acting exclusively
for Psion plc and no one else in connection with the Offer and will
not be responsible to anyone other than Psion plc for providing the
protections afforded to clients of Canaccord Genuity Hawkpoint
Limited nor for giving advice in relation to the Offer or any
matter or arrangement referred to in this announcement.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the FSA, is acting exclusively for Psion plc
and no one else in connection with the Offer and will not be
responsible to anyone other than Psion plc for providing the
protections afforded to clients of Canaccord Genuity Limited nor
for giving advice in relation to the Offer or any matter or
arrangement referred to in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities pursuant to this announcement
or otherwise. The Offer is made solely by the Offer Document and
the Form of Acceptance accompanying the Offer Document, which
contains the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Any decision in respect
of, or other response to, the Offer should be made only on the
basis of the information contained in the Offer Document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the availability of
the Offer to Psion Shareholders who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Psion Shareholders
who are not resident in the United Kingdom will need to inform
themselves about, and observe, any applicable requirements and/or
restrictions. Any failure to comply with these restrictions may
constitute a violation of securities law of any such jurisdiction.
To the fullest extent permitted by law, Motorola Solutions and
Psion disclaim any responsibility or liability for the violation of
such restrictions by such persons.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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