Acquisition will bring end-to-end security
platform, including high-quality video and AI-based analytics, to
public safety and commercial workflows
Motorola Solutions (NYSE: MSI) today announced that it has
entered into a definitive agreement to acquire Avigilon (TSX: AVO)
in an all-cash transaction that will enhance Motorola Solutions’
portfolio of mission-critical communications technologies.
Under the terms of the agreement, Motorola Solutions will
acquire all of Avigilon’s outstanding shares for CAD$27.00 per
share. The enterprise value of the transaction is approximately
US$1.0 billion including Avigilon’s net debt.
Based in Vancouver, British Columbia, Avigilon designs, develops
and manufactures advanced security surveillance solutions,
including video analytics, network video management software and
hardware, surveillance cameras, and access control solutions.
Avigilon products are used by a range of commercial and government
customers including critical infrastructure, airports, government
facilities, public venues, healthcare centers and retail. The
company holds more than 750 U.S. and international patents.
“This acquisition will bring Avigilon’s advanced video
surveillance and analytics platform to the rapidly evolving public
safety workflow, while also expanding our portfolio with new
products and technologies for commercial customers,” said Greg
Brown, chairman and CEO, Motorola Solutions. “Video can play a
powerful role in creating safer cities and thriving businesses. It
can serve as highly efficient ‘eyes and ears’ for monitoring a
given location, and advanced video analytics can proactively alert
officials to a perimeter breach or quickly find a person who left
behind an object of interest.”
As more cameras feed into public safety workflows, video
surveillance and analytics will enable more public-private
partnerships between local communities and law enforcement. The
acquisition will also enable Motorola Solutions to extend into new
segments of its commercial markets business, which provides secure,
reliable communications technology to industries such as oil and
gas, transportation, utilities, manufacturing and higher education.
Customers will now be able to purchase advanced security and
surveillance solutions as part of Motorola Solutions’ portfolio of
critical communications technology for commercial markets.
Avigilon’s video surveillance platform helps transform video
from reactive – looking back at what has taken place – to
proactive, issuing alerts in real time when a person, object or
vehicle of interest is detected. This critical intelligence enables
users to take the right action more quickly.
“We’re very pleased to be joining Motorola Solutions, as their
vision and strategy aligns fully with our own,” said Alexander
Fernandes, Avigilon’s founder, chief executive officer and chairman
of the board. “This combination will bring new opportunities to
Avigilon, allowing us to accelerate our innovation and provide even
more value to our customers.”
Motorola Solutions has sufficient capital resources, including
cash on hand and available commercial credit facilities, to
complete the transaction. The transaction is expected to be
completed by the end of the second quarter of 2018, subject to
customary closing conditions, including regulatory, shareholder and
court approvals.
For more information on the acquisition rationale and market
opportunity, view the investor presentation on the Motorola
Solutions Investor Relations website.
Additional Transaction Details
The transaction is structured as a statutory plan of arrangement
under the Canada Business Corporations Act. The transaction has the
unanimous support of the Special Committee of the Avigilon Board,
as well as Avigilon’s full Board. Shareholders representing
approximately 12 percent of the issued and outstanding common
shares of Avigilon have already agreed to support the
transaction.
Full details of the transaction will be included in an
information circular to be mailed to Avigilon shareholders in
respect of an Avigilon shareholders meeting to approve the
transaction.
About Motorola Solutions
Motorola Solutions (NYSE: MSI) creates innovative,
mission-critical communication solutions and services that help
public safety and commercial customers build safer cities and
thriving communities. For ongoing news, visit
www.motorolasolutions.com/newsroom or subscribe to a news feed.
About Avigilon
Avigilon Corporation provides trusted security solutions to the
global market. Avigilon designs, develops, and manufactures video
analytics, network video management software and hardware,
surveillance cameras, and access control solutions. To learn more
about Avigilon, visit Avigilon.com.
Motorola Solutions Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of applicable federal securities law. These statements
are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and generally include
words such as “believes,” “expects,” “intends,” “anticipates,”
“estimates” and similar expressions. The company can give no
assurance that any actual or future results or events discussed in
these statements will be achieved. Any forward-looking statements
represent the company’s views only as of today and should not be
relied upon as representing the company’s views as of any
subsequent date. Readers are cautioned that such forward-looking
statements are subject to a variety of risks and uncertainties that
could cause the company’s actual results or events discussed in
these statements to differ materially from the statements contained
in this release. Such forward-looking statements include, but are
not limited to, (1) Motorola Solutions’ ability to integrate the
products and services into its portfolio; (2) the expected timeline
for completing the transaction; and (3) the satisfaction of the
conditions to closing, including receipt of required approvals and
shareholder approval. Motorola Solutions cautions the reader that
the risk factors below, as well as those on pages 9 through 21 in
Item 1A of Motorola Solutions 2016 Annual Report on Form 10-K on
page 37 in Item 1A of Motorola Solutions’ Quarterly Report on 10Q
for the quarter ended July 1, 2017, and in its other SEC filings
available for free on the SEC’s website at www.sec.gov and on
Motorola Solutions’ website at www.motorolasolutions.com/investor,
could cause Motorola Solutions’ actual results or events discussed
in these statements to differ materially from those estimated or
predicted in the forward-looking statements. Many of these risks
and uncertainties cannot be controlled by Motorola Solutions and
factors that may impact forward-looking statements include, but are
not limited to: (1) the future results of operations of Avigilon
Corporation and Motorola Solutions’ ability to successfully
integrate and operate Avigilon Corporation; (2) the timing to
consummate the proposed transaction; and (3) whether all necessary
conditions to closing of the proposed transaction will be met,
including regulatory approvals and approval by Avigilon’s
shareholders. Motorola Solutions undertakes no obligation to
publicly update any forward-looking statement or risk factor,
whether as a result of new information, future events or
otherwise.
Avigilon Forward-Looking Statements
Certain information and statements in this news release contain
and constitute forward-looking information or forward-looking
statements as defined under applicable securities laws
(collectively, “forward-looking statements”). Forward-looking
statements normally contain words like ‘believe’, ‘expect’,
‘anticipate’, ‘plan’, ‘intend’, ‘continue’, ‘estimate’, ‘may’,
‘will’, ‘should’, ‘ongoing’ and similar expressions, and within
this news release include, without limitation, statements (express
or implied) respecting: the steps and timeline for the completion
of the transaction; and the anticipated outcomes and benefits to
Avigilon of the transaction.
Forward-looking statements are not guarantees of future
performance, actions, or developments and are based on
expectations, assumptions, and other factors that Avigilon’s
management currently believes are relevant, reasonable, and
appropriate in the circumstances, including, without limitation,
assumptions that: the transaction will complete under the terms,
structure, and timeline currently contemplated; the Avigilon
shareholders meeting will occur and on the timeline currently
contemplated; the Avigilon shareholders will provide the requisite
approval for the transaction; all other requisite third party
approvals (including, without limitation, from applicable
regulatory authorities, stock exchanges, and courts) will be
obtained in a timely manner and on satisfactory terms; Motorola
Solutions will have sufficient capital resources to complete the
transaction; the parties will be able to satisfy the other
conditions to the closing of the transaction and on the timeline(s)
currently contemplated; Motorola Solutions’ vision and strategy
will remain aligned with those of Avigilon; no significant events
will occur outside of Avigilon’s normal course of business; the
transaction will bring additional scale and opportunities to
Avigilon; the transaction will allow Avigilon to accelerate its
innovation and provide more value to its customers; and the
continuation of the business and operations of Avigilon, and the
integration thereof with Motorola Solutions, following completion
of the transaction will occur as currently contemplated.
Although Avigilon’s management believes that the forward-looking
statements are reasonable, actual results could be substantially
different due to the risks and uncertainties associated with and
inherent to Avigilon’s business, as more particularly described in
the “Risk Factors” section of Avigilon’s Annual Information Form
dated February 28, 2017, which is available under Avigilon’s
profile on SEDAR at www.sedar.com. Material risks and uncertainties
applicable to the forward-looking statements set out herein
include, but are not limited to: the transaction is not completed
by the end of the second quarter of 2018 or at all; the Avigilon
shareholders meeting is delayed due, for instance, to a delay in
the preparation and/or mailing of the information circular and
other meeting materials; the Avigilon shareholders do not approve
the transaction on the current terms or at all; any requisite third
party approval is not obtained in a timely fashion (or at all) or
on satisfactory terms; Motorola Solutions does not have or obtain
sufficient capital resources to complete the transaction; the
announcement of the transaction and the dedication of substantial
resources of Avigilon to the completion of transaction has a
negative impact on Avigilon’s ongoing business operations and
future financial condition and prospects; a third party makes a bid
to acquire Avigilon prior to the completion of this transaction;
the respective strategies and vision of Avigilon and Motorola
Solutions become incongruous leading to, for instance, delays in
product development and availability; unforeseen challenges in
integrating Avigilon’s business and operations with Motorola
Solutions; a loss of key Avigilon personnel, customers, and/or
suppliers; and other unforeseen events, developments, or factors
causing any of the aforesaid expectations, assumptions, and other
factors ultimately being inaccurate or irrelevant. Although
Avigilon has attempted to identify factors that may cause actual
actions, events or results to differ materially from those
disclosed in the forward-looking statements, there may be other
factors that cause actions, events or results not to be as
anticipated, predicted, estimated or intended. Also, many of the
factors are beyond the control of Avigilon. Accordingly, readers
should not place undue reliance on forward-looking statements.
Avigilon undertakes no obligation to reissue or update any
forward-looking statements as a result of new information or events
after the date hereof except as may be required by law. All
forward-looking statements contained in this news release are
qualified by this cautionary statement.
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version on businesswire.com: http://www.businesswire.com/news/home/20180201006535/en/
Media ContactsTama McWhinneyMotorola Solutions+1 847 538
1865tama.mcwhinney@motorolasolutions.comorAmy DayAvigilon+1 604 629
5182 x2625amy.day@avigilon.comorInvestor ContactsChris
KutsorMotorola Solutions+1 847 576
4995chris.kutsor@motorolasolutions.comorAvigilon Investor
Relations+1 604 629 5182investors@avigilon.com