Motorola Solutions, Inc. (Motorola Solutions) and Psion Plc. (Psion) have agreed on the terms of a recommended offer by Motorola Solutions for all Psion shares for 88 pence (US $1.36) in cash per Psion share. It is intended that the acquisition will be effected by way of a recommended cash offer.
Psion has been a pioneer in ruggedised mobile computing products and their application in industrial segments around the world. With headquarters in London and a major operational presence near Toronto, Canada, Psion has been a leader in mobile computing solutions since 1980. Psion has approximately 830 employees, customers in more than 50 countries and delivered 2011 revenues of 176 million (approximately US $273 million).
Greg Brown, chairman and CEO of Motorola Solutions, said: "Psion is a compelling opportunity to strengthen our industry-leading, mobile-computing portfolio with ruggedised handheld products and vehicle-mount terminals that will deepen our presence in the global markets in which we compete."
John Hawkins, chairman of Psion, said: "The Psion directors are pleased to unanimously recommend this offer by Motorola Solutions at a price which offers a significant cash premium to both the current and recent market prices. Psion continues to successfully deliver on its strategy of introducing exciting new products while strictly managing the cost base. The offer by Motorola Solutions provides Psion's shareholders with certainty in an environment where certainty is in short supply."
Under the terms of the acquisition, Psion shareholders will receive 88 pence (US $1.36) in cash for each Psion share through a recommended cash offer, valuing Psion's issued ordinary share capital at approximately 129 million (US $200 million). The consideration represents a premium of approximately 45 per cent to the closing price of 60.5 pence per Psion share on June 14, 2012, the last trading day prior to this announcement and a premium of approximately 66 per cent to the six-month average price of 52.9 pence per Psion share prior to June 15, 2012. The acquisition is expected to close in the fourth quarter of 2012.
Motorola Solutions expects to realise cost and revenue synergies resulting in margin expansion opportunities and expects the transaction to be accretive to earnings per share on a non-U.S. GAAP basis in the first full year following completion and on a US GAAP basis in the second full year following completion.
Organization and Management
Upon completion of the acquisition, Motorola Solutions will combine Psion within Motorola Solutions' Enterprise Mobile Computing (EMC) business, reporting to Girish Rishi, corporate vice president, EMC.
Terms and Approvals
Full details of the offer are contained in an announcement made today in the United Kingdom under Rule 2.7 of the U.K. Takeover Code. Each Psion director intends to recommend Psion shareholders to accept the offer, as each Psion director who holds Psion shares has irrevocably undertaken to Motorola Solutions to do so in relation to Psion shares in which he holds a beneficial interest, amounting to, in aggregate, 153,929 Psion shares and representing, in aggregate, 0.11 percent of Psion's issued share capital.
Motorola Solutions has acquired from certain Psion shareholders, in aggregate, 14,077,244 Psion shares (representing, in aggregate, approximately 9.999 percent of Psion's issued share capital).
Motorola Solutions also has received irrevocable commitments from certain Psion shareholders to accept the offer in respect of, in aggregate, 23,766,467 Psion shares (representing approximately 16.88 percent of Psion's issued share capital). These irrevocable commitments are subject to certain conditions, further details of which are described in the Rule 2.7 announcement.
In connection with today's announcement, Motorola Solutions is expected to make the recommended cash offer for all Psion shares within 28 calendar days. The transaction is conditional upon the tender of 90 percent of Psion shares, regulatory approval and the satisfaction of other customary closing conditions.
Goldman Sachs is serving as Motorola Solutions' financial adviser and Clifford Chance is serving as Motorola Solutions' legal counsel in relation to the transaction. Canaccord Genuity Hawkpoint Limited is serving as financial adviser to Psion and Slaughter and May is serving as legal counsel to Psion in relation to the transaction.