Motorola Solutions, Inc. Offer Update (3771N)
September 27 2012 - 12:01PM
UK Regulatory
TIDMPON
RNS Number : 3771N
Motorola Solutions, Inc.
27 September 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
27 September 2012
RECOMMENDED CASH OFFER
by
MOTOROLA SOLUTIONS, INC. ("MOTOROLA SOLUTIONS")
for
PSION PLC ("PSION")
SATISFACTION OF UK ANTITRUST CONDITION
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 13 September 2012, Motorola Solutions announced that the
Offer had been extended until 1.00 p.m. on 28 September 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.
UK Antitrust Condition
Motorola Solutions notes the announcement earlier today by the
Office of Fair Trading confirming that it does not intend to refer
the Acquisition or any matters arising therefrom to the Competition
Commission.
As a result, condition (c)(i) as set out in Part A of Appendix I
to the Offer Document has now been satisfied.
Motorola Solutions has previously announced the satisfaction of
Antitrust Conditions in relation to Germany, Portugal and Canada.
Accordingly, Motorola Solutions is pleased to announce that all
Antitrust Conditions are now satisfied.
To accept the Offer
The Offer, which remains subject to the other terms and
conditions set out in the Offer Document, remains open for
acceptance until the next closing date which is 1.00 p.m.
tomorrow.
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.
tomorrow.
-- 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. tomorrow.
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
tomorrow.
Enquiries:
Motorola Solutions Tel: +1 847 576 2462
Nicholas Sweers (Public Relations) Tel: +44 (0)1256 484 201
Simon Craddock (Public Relations) Tel: +1 847 576 6899
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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