Zebra Technologies Corporation (NASDAQ:ZBRA) and Xplore
Technologies Corporation (NASDAQ:XPLR) today announced that their
boards of directors have approved a definitive agreement in which
Zebra will acquire all outstanding common stock of Xplore for $6.00
per share in cash. Under the terms of the agreement, Zebra plans to
effect the acquisition via a tender offer.
Over its 22-year history, Xplore has established a leading
position as an innovative developer of semi-, fully- and
ultra-rugged tablets, 2-in-1 laptops, and a range of performance
matched accessories. Xplore’s highly differentiated products are
designed to withstand demanding conditions across diverse end
markets. These products serve existing vertical markets for Zebra
such as retail, manufacturing, transportation & logistics and
healthcare, and provide an inroad into new markets including oil
& gas, utility, government and public safety. Xplore generated
revenue of $87 million in the 12-month period ended March 31,
2018.
“In today’s on-demand economy, investments to digitize
operations are central to our customers’ strategies. The
acquisition of Xplore enhances our product lineup and gives Zebra a
complete rugged tablet portfolio that enables our customers to gain
a performance edge,” said Anders Gustafsson, chief executive
officer of Zebra Technologies. “We’d previously outlined potential
areas of expansion that are a natural fit for Zebra and its
Enterprise Asset Intelligence vision, and this acquisition is
aligned with that strategy. The addition of Xplore provides access
to a great team and great products in an attractive market and
should enable us to grow the category double digits going
forward.”
Xplore’s offerings complement Zebra’s industry-leading
enterprise mobile computing, data capture, and printing portfolios,
which will now serve a wider range of enterprise customers and
accelerate growth. Zebra’s scale, vertical market expertise, and
go-to-market footprint will create substantial synergies. Zebra
expects this transaction to be neutral to its non-GAAP earnings for
2018, and accretive beyond this year.
“We are excited to join Zebra, the worldwide leader in
enterprise mobility and visibility. This acquisition validates the
incredible work our team does every day to develop innovative
solutions and serve our customers,” said Tom Wilkinson, chief
executive officer of Xplore Technologies. “Our products are a
natural fit for Zebra, creating a comprehensive rugged mobility
portfolio that stands against any competitor.”
Terms of the TransactionZebra is effecting the
acquisition through a public tender offer for 100% of the shares of
Xplore. In connection with the execution of the merger agreement,
certain Xplore shareholders have entered into tender support
agreements with Zebra pursuant to which they have agreed to tender
their shares to Zebra's offer. The aggregate consideration of the
transaction, including assumed indebtedness, is expected to be less
than or equal to $90 million. Zebra expects to fund the transaction
with a combination of cash on hand along with fully committed
financing available under its credit facility. The transaction is
subject to customary closing conditions and is expected to close in
the third quarter of 2018.
PJT Partners is acting as financial advisor and Kirkland &
Ellis LLP is acting as legal advisor to Zebra. Sheppard Mullin is
acting as legal advisor and Duff & Phelps provided a fairness
opinion to Xplore.
Additional Information and Where to Find ItThe
tender offer described in this press release (the “Offer”) has not
yet commenced. This press release is neither an offer
to purchase nor a solicitation of an offer to sell
any shares of Xplore common stock or any other securities of Zebra
and Wolfdancer Acquisition Corp., each of whom will file a tender
offer statement on Schedule TO (“Schedule TO”) with the SEC, and
Xplore will file a solicitation/recommendation statement on
Schedule 14D-9 (“Schedule 14D-9”), each with respect to the planned
Offer described in this press release. Any offers to purchase or
solicitations of offers to sell will be made only pursuant to such
statements. Investors and security holders are urged
to read, carefully and in their entirety, both the Schedule TO and
the Schedule 14D-9 regarding the Offer, each as may be amended from
time to time, and any other documents relating to the Offer that
are filed with the SEC, when they become available because they
will contain important information relevant to making any decision
regarding tendering shares. Such materials, when prepared and ready
for release, will be made available to Xplore’s stockholders at no
expense to them. In addition, at such time such materials (and all
other offer documents filed with the SEC) will be available at no
charge on the SEC’s website at https://www.sec.gov and
also may be obtained by directing a request to Xplore Investor
Relations at 8601 RR 2222, Building II, Suite 100, Austin, TX
78730, Tel: 512-637-2704.
Xplore Technologies Safe Harbor StatementThis
news release contains forward-looking statements that involve risks
and uncertainties, which may cause actual results to differ
materially from the statements made. When used in this document,
the words “may”, “would”, “could”, “will”, “intend”, “plan”,
“anticipate”, “believe”, “estimate”, “expect” and similar
expressions are intended to identify forward-looking statements.
Such statements reflect Xplore’s current views with respect to
future events and are subject to such risks and uncertainties. Many
factors could cause actual results to differ materially from the
statements made including those factors detailed from time to time
in filings made by Xplore with securities regulatory authorities.
Should one or more of these risks or uncertainties materialize, or
should assumptions underlying the forward-looking statements prove
incorrect, actual results may vary materially from those described
herein as intended, planned, anticipated or expected. Xplore does
not intend and does not assume any obligation to update these
forward-looking statements.
Zebra Technologies Safe Harbor StatementThis
press release contains forward-looking statements, as defined by
the Private Securities Litigation Reform Act of 1995, including,
without limitation, the statements regarding the company’s outlook
and the ability to complete the acquisition of Xplore. Actual
results may differ from those expressed or implied in the company’s
forward-looking statements. These statements represent estimates
only as of the date they were made. Zebra undertakes no obligation,
other than as may be required by law, to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events, changed circumstances or any other
reason after the date of this release.
These forward-looking statements are based on current
expectations, forecasts and assumptions and are subject to the
risks and uncertainties inherent in Zebra’s industry, market
conditions, general domestic and international economic conditions,
and other factors. These factors include customer acceptance of
Zebra’s hardware and software products and competitors’ product
offerings, and the potential effects of technological changes. The
continued uncertainty over future global economic conditions, the
availability of credit and capital markets volatility may have
adverse effects on Zebra, its suppliers and its customers. In
addition, a disruption in our ability to obtain products from
vendors as a result of supply chain constraints, natural disasters
or other circumstances could restrict sales and negatively affect
customer relationships. Profits and profitability will be affected
by Zebra’s ability to control manufacturing and operating costs.
Because of its debt, interest rates and financial market conditions
will also have an impact on results. Foreign exchange rates will
have an effect on financial results because of the large percentage
of our international sales. The outcome of litigation in which
Zebra may be involved is another factor. The success of integrating
acquisitions could also affect profitability, reported results and
the company’s competitive position in its industry. These and other
factors could have an adverse effect on Zebra’s sales, gross profit
margins and results of operations and increase the volatility of
our financial results. When used in this release and documents
referenced, the words “anticipate,” “believe,” “outlook,” and
“expect” and similar expressions, as they relate to the company or
its management, are intended to identify such forward-looking
statements, but are not the exclusive means of identifying these
statements. Descriptions of the risks, uncertainties and other
factors that could affect the company’s future operations and
results can be found in Zebra’s filings with the Securities and
Exchange Commission, including the company’s most recent Form
10-K.
About Xplore TechnologiesAs a leading supplier
and authority in rugged mobility, Xplore provides the technology,
solutions and specialized vertical expertise customers need to
maximize resources, minimize costs, and drive business productivity
through mobility. Not only does Xplore offer a broad portfolio of
genuinely rugged mobile computers – and a complete accessory
ecosystem – but the company’s award-winning tablets, handhelds and
2-in-1 laptops are among the fastest and longest lasting in their
class, built to withstand nearly any hazardous condition or
environmental extreme for years without fail. The
enterprise-grade power, security flexibility, and versatility of
Xplore’s rugged mobile computers make it easy for industrial,
enterprise, government, and field service organizations to scale
mobile workflows and boost mobile worker efficiency while working
in the office, vehicle, and field.
About ZebraWith the unparalleled operational
visibility Zebra (NASDAQ:ZBRA) provides, enterprises become as
smart and connected as the world we live in. Real-time information
– gleaned from visionary solutions including hardware, software and
services – give organizations the competitive edge they need to
simplify operations, know more about their businesses and customers
and empower their mobile workers to succeed in today’s data-centric
world. For more information, visit www.zebra.com or sign up for our
news alerts. Follow us on LinkedIn, Twitter and Facebook.
Zebra Technologies:Investor
Contact:Michael Steele, CFA, IRCVice President, Investor
RelationsPhone: + 1 847 793 6707msteele@zebra.com
Matt KrepsDarrow Associates Investor RelationsPhone: +1 214 597
8200 mkreps@darrowir.com
Media Contact:Therese Van RyneDirector, Global
Public RelationsPhone: + 1 847 370
2317therese.vanryne@zebra.com
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