8-KMaterial AgreementsExhibits & Filings

Motorola Solutions, Inc. 8-K Report, Material Agreement (Apr 16, 2014)

Filed April 16, 2014For Securities:MSI

Summary

Motorola Solutions, Inc. (MSI) announced a significant divestiture through a Master Acquisition Agreement with Zebra Technologies Corporation, filed on April 16, 2014. The company has agreed to sell its Enterprise business, which includes the entirety of Symbol Technologies, Inc., to Zebra for $3.45 billion in cash, subject to working capital adjustments. This strategic move signals a substantial shift in Motorola Solutions' business focus, allowing it to concentrate on its core public safety and government communication segments. The transaction is structured as a combination of stock and asset sales, along with a merger of certain U.S. entities. Completion of the acquisition is contingent upon several regulatory approvals, including the expiration of the Hart-Scott-Rodino waiting period, and customary closing conditions. Motorola Solutions has also agreed to a three-year non-compete clause related to the divested Enterprise business, with certain exceptions. Investors should note that the transaction is not contingent on Zebra's financing, but a financing failure by Zebra could result in a $250 million termination fee payable to Motorola Solutions.

Key Highlights

  • 1Motorola Solutions agrees to sell its Enterprise business, including Symbol Technologies, to Zebra Technologies for $3.45 billion in cash.
  • 2The divestiture represents a significant strategic shift, allowing Motorola Solutions to focus on its core public safety and government communication businesses.
  • 3The transaction is structured as a combination of stock sales, asset sales, and a merger of U.S. entities.
  • 4Completion is subject to regulatory approvals, including Hart-Scott-Rodino antitrust clearance, and other customary closing conditions.
  • 5Motorola Solutions will be restricted from competing with the divested Enterprise business for three years post-closing, with certain exceptions.
  • 6The acquisition by Zebra is not subject to a financing condition for Zebra, but a financing failure could trigger a $250 million termination fee for Motorola Solutions.

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