TIDMPON
RNS Number : 5322N
Motorola Solutions, Inc.
01 October 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
1 October 2012
RECOMMENDED CASH OFFER
by
MOTOROLA SOLUTIONS, INC. ("MOTOROLA SOLUTIONS")
for
PSION PLC ("PSION")
OFFER UPDATE - OFFER WHOLLY UNCONDITIONAL
AND EXTENSION OF OFFER
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 become unconditional as to acceptances and had been
extended to 28 September 2012.
On 27 September 2012, Motorola Solutions announced that it had
received clearance from the Office of Fair Trading and therefore
all Antitrust Conditions had been satisfied.
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.
Offer unconditional in all respects
Motorola Solutions is pleased to announce that all conditions
relating to the Offer have either been satisfied or waived and that
the Offer is declared unconditional in all respects.
The Offer will remain open for acceptances until further notice.
At least 14 days' notice will be given prior to the closing of the
Offer to those Psion Shareholders who have not at the date of that
notice accepted the Offer.
Squeeze-out
As set out in the Offer Document, since Motorola Solutions has
received acceptances under the Offer in respect of more than 90 per
cent. of the Psion Shares to which the Offer relates, Motorola
Solutions intends to exercise its rights pursuant to the provisions
of Chapter 3 of Part 28 of the Companies Act 2006 to squeeze out
the remaining Psion Shares. Motorola Solutions will post
squeeze-out notices shortly.
Delisting, cancellation of trading and re-registration
As set out in the Offer Document, now that the Offer has become
unconditional in all respects and Motorola Solutions has acquired
more than 75 per cent. of the voting rights of Psion, Motorola
Solutions intends to procure that Psion applies to the UK Listing
Authority and the London Stock Exchange today, respectively, for
the cancellation of listing of Psion Shares (PON; PSION PLC ORD
15P; ISIN number GB00B0D5VH57) on the Official List and the
cancellation of admission to trading in Psion Shares on the London
Stock Exchange.
The cancellation of listing and admission to trading of Psion
Shares will take effect on 26 October 2012, being 20 business days
from 1 October 2012.
Such cancellation of listing and admission to trading would
significantly reduce the liquidity and marketability of any Psion
Shares not assented to the Offer.
Following delisting, Psion will be re-registered as a private
company.
Acceptance procedure
Psion Shareholders who have not yet accepted the Offer are urged
to do so as soon as possible:
-- 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.
-- 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.
Full details of how to accept the Offer are set out in the Offer
Document.
Settlement of consideration
As set out in the Offer Document, settlement of the cash
consideration to accepting Psion Shareholders will be despatched by
first class post (or, in the case of Psion Shareholders holding
their Psion Shares in uncertificated form, by means of CREST
payment): (i) in case of acceptances received, complete in all
respects, by 1 October 2012, on or before 15 October 2012; and (ii)
in case of acceptances received, complete in all respects, after 1
October 2012, within 14 calendar days of such receipt.
Level of acceptances
As at 1.00 p.m. on 28 September 2012, Motorola Solutions had
received valid acceptances of the Offer in respect of 118,839,773
Psion Shares (representing approximately 83.96 per cent. of the
existing issued share capital of Psion, and approximately 93.23 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 28 September 2012, Motorola
Solutions either owned or had received valid acceptances of the
Offer in respect of a total of 132,917,017 Psion Shares
(representing approximately 93.91 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 28
September 2012.
Interests in Psion Shares
Save as set out above, on 28 September 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.
Psion board changes
On 28 September, Psion announced upcoming changes to the
composition of the Psion board of directors which were to take
effect on the Offer becoming or being declared wholly unconditional
in all respects. Those changes have now become effective and
accordingly, Peter Bertram, Adrian Maxwell Colman, John Richard
Conoley, Stuart Cruickshank, Ross King Graham, Gotthard Haug, John
Eric Hawkins, and Michael Kevin O'Leary have resigned and stepped
down from their positions and in their place John Wozniak, Ian
McCullagh and Tetyana Vasylevska have been appointed as directors
of Psion.
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 2
October 2012.
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
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.
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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