8-KMaterial Agreements

Motorola Solutions, Inc. 8-K Report, Material Agreement (Apr 13, 2011)

Filed April 13, 2011For Securities:MSI

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.

Frequently Asked Questions

This 8-K filing announces an amendment to the Master Acquisition Agreement between Motorola Solutions, Inc. (MSI) and Nokia Siemens Networks B.V. (Purchaser) regarding the sale of MSI's cellular network infrastructure business. The amendment adjusts the terms of the sale, primarily the purchase price and closing conditions.

The cash portion of the purchase price has been reduced from $1.2 billion to $975 million. However, MSI will retain approximately $150 million in specific assets, including accounts receivable, cash, customer financing notes, and its iDEN infrastructure business, which partially offsets the cash reduction.

The amended agreement specifies key conditions for closing, including the absence of any governmental or legal restraints, receipt of approval from Chinese antitrust authorities, and the filing for dismissal of certain disputes involving Huawei Technologies Co., Ltd.

The parties intend to close the transaction on April 29, 2011. However, if the closing conditions are not met by April 26, 2011, the Purchaser has the right to terminate the agreement. If the Purchaser does not exercise this right, the closing will occur on May 27, 2011, subject to the satisfaction or waiver of remaining conditions.