Summary
Motorola Solutions, Inc. (MSI) filed an 8-K on April 13, 2011, to report on an amendment to a previously announced Master Acquisition Agreement with Nokia Siemens Networks B.V. (Purchaser). This amendment significantly alters the terms of the sale of MSI's cellular network infrastructure business. The primary impact for investors is the reduction in the cash purchase price from $1.2 billion to $975 million. However, MSI will retain certain assets, including $150 million in accounts receivable, cash, customer financing notes, and its iDEN infrastructure business, which mitigates the direct cash reduction. The amendment also streamlines closing conditions and provides greater certainty of completion, setting a target closing date of April 29, 2011, with specific termination rights for the Purchaser if conditions are not met by April 26, 2011.
Key Highlights
- 1Amendment to Master Acquisition Agreement for the sale of MSI's cellular network infrastructure business to Nokia Siemens Networks B.V.
- 2Reduction in the cash portion of the purchase price from $1.2 billion to $975 million.
- 3MSI retains $150 million in accounts receivable, cash, certain customer financing notes, and the iDEN infrastructure business.
- 4Streamlined conditions for closing the transaction, including absence of legal restraints, Chinese antitrust approval, and dismissal of Huawei disputes.
- 5Target closing date for the transaction is April 29, 2011.
- 6Purchaser has termination rights if closing conditions are not met by April 26, 2011, with a potential closing extension to May 27, 2011.
- 7Elimination of Purchaser's right to certain indemnification claims against MSI for operational breaches from the agreement date to the amendment date.