Motorola Solutions Recommends Stockholders Reject Below-Market Mini-Tender Offer by TRC Capital Corporation
May 26 2020 - 9:00AM
Business Wire
Motorola Solutions, Inc. (NYSE: MSI) has been notified of an
unsolicited mini-tender offer by TRC Capital Corporation (“TRC”) to
purchase up to 1,000,000 shares of Motorola Solutions common stock
from the stockholders of Motorola Solutions, representing
approximately 0.59% of the outstanding shares of Motorola Solutions
common stock.
TRC stated in the mini-tender offer that its offer price of
$122.95 per share is approximately 4.74% lower than the $129.07
closing price per share of Motorola Solutions common stock on the
New York Stock Exchange on May 15, 2020, the last trading day
before the commencement of the offer.
Motorola Solutions does not endorse TRC’s mini-tender offer
and recommends that stockholders reject this unsolicited offer by
not tendering their shares. TRC’s offer price is below the
market value for shares of Motorola Solutions common stock (as of
the day prior to the offer) and is subject to numerous conditions,
including TRC’s ability to obtain financing, there being an absence
of a specified decline in the market price of the Motorola
Solutions common stock since May 15, 2020, and there being no
material worsening of the COVID-19 pandemic since May 15, 2020. If
stockholders have already tendered shares, Motorola Solutions
recommends that they withdraw their shares by providing the written
notice described in the TRC mini-tender offer documents prior to
the expiration of the offer, currently scheduled for 12:01 a.m.
(Eastern Time) on June 17, 2020.
Motorola Solutions is not associated in any way with TRC, its
mini-tender offer or its mini-tender offer documents. Motorola
Solutions urges investors to obtain current market quotations for
their shares, to consult with their broker or financial advisor and
to exercise caution with respect to TRC’s offer.
The U.S. Securities and Exchange Commission (the “SEC”) has
cautioned investors that some bidders making mini-tender offers at
below-market prices are “hoping that they will catch investors off
guard if the investors do not compare the offer price to the
current market price.” The SEC’s cautionary advice to investors
regarding these offers is on its website at:
www.sec.gov/investor/pubs/minitend.htm.
TRC has made similar mini-tender offers for shares of other
companies. Mini-tender offers, such as this one, seek to acquire
less than five percent of a company’s outstanding shares, thereby
avoiding many disclosure and procedural requirements of the SEC. As
a result, mini-tender offers do not provide investors with the same
level of protection as provided by larger tender offers under U.S.
securities laws.
Motorola Solutions urges brokers and dealers, as well as other
market participants, to review the SEC’s letter regarding
broker-dealer mini-tender offer dissemination and disclosure at:
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and
Information Memo Number 01-27 issued by the New York Stock Exchange
on September 28, 2001, at:
www.nyse.com/publicdocs/nyse/markets/nyse/rule-interpretations/2001/01-27.pdf.
Motorola Solutions requests that a copy of this press release be
included with all distributions of materials relating to TRC’s
mini-tender offer related to shares of Motorola Solutions common
stock.
About Motorola Solutions
Motorola Solutions is a global leader in mission-critical
communications and analytics. Our technology platforms in
mission-critical communications, command center software, video
security & analytics, bolstered by managed & support
services, make cities safer and help communities and businesses
thrive. At Motorola Solutions, we are ushering in a new era in
public safety and security. Learn more at
www.motorolasolutions.com/.
MOTOROLA, MOTOROLA SOLUTIONS and the Stylized M Logo are
trademarks or registered trademarks of Motorola Trademark Holdings,
LLC and are used under license. All other trademarks are the
property of their respective owners. ©2020 Motorola Solutions, Inc.
All rights reserved.
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Media Contact Alexandra Reynolds Motorola Solutions
Alexandra.Reynolds@motorolasolutions.com +1 312-965-3968
Investor Contact Tim Yocum Motorola Solutions
Tim.Yocum@motorolasolutions.com +1 847-576-6899
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