Motorola Solutions (NYSE: MSI) announced today that it has commenced a modified "Dutch Auction" tender offer to repurchase shares of its common stock for an aggregate purchase price of up to $2 billion (subject to a customary increase if the tender offer is oversubscribed).
Motorola Solutions stockholders may tender all or a portion of their shares (1) at a price specified by the tendering stockholder of not less than $61.00 per share and not more than $66.50 per share or (2) without specifying a purchase price, in which case their shares will be purchased at the purchase price determined in accordance with the tender offer. When the tender offer expires, Motorola Solutions will determine the lowest price within the range of prices specified above that allows it to purchase up to an aggregate of $2 billion of its common stock.
The company will fund the tender offer with a combination of existing cash on the company’s balance sheet and proceeds from the previously announced $1 billion strategic investment from Silver Lake.
Stockholders will receive the purchase price in cash, subject to applicable withholding and without interest. The stockholders’ shares must have been tendered at prices equal to or less than the purchase price determined after the tender offer window closes, subject to conditions of the offer. These conditions include provisions related to proration, “odd lot” priority and conditional tenders in the case that the total cost to purchase all of the shares tendered at or below the purchase price is more than $2 billion.
These provisions are described in the “Offer to Purchase” and the “Letter of Transmittal” relating to the tender offer that are being filed with the U.S. Securities and Exchange Commission. Motorola Solutions also reserves the right to purchase up to an additional 2 percent of its shares outstanding without extending the tender offer. All shares purchased by Motorola Solutions will be purchased at the same price. All shares tendered at prices higher than the purchase price will be promptly returned to stockholders at Motorola Solutions’ expense.
The tender offer will not be conditioned on any minimum number of shares being tendered; however, the tender offer will be subject to a number of other terms and conditions specified in the Offer to Purchase. The tender offer and withdrawal rights will expire at midnight, at the end of the day on Sept. 3, 2015, unless extended or terminated by Motorola Solutions.
Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer. Stockholders wishing to tender their shares but who are unable to deliver them physically or by “book-entry transfer” prior to the expiration of the tender offer, or who are unable to make delivery of all required documents to the depositary prior to the expiration of the tender offer, may tender their shares by complying with the procedures set forth in the Offer to Purchase for tendering by notice of guaranteed delivery. Alliance Advisors is serving as information agent for the tender offer. Goldman, Sachs & Co. and J.P. Morgan Securities LLC are acting as dealer managers. Wells Fargo Bank, N.A. is acting as the depositary for the tender offer.
Motorola Solutions’ board of directors has authorized the tender offer. However, none of the company, the company's board of directors, the dealer managers, the information agent, the depositary or any of their affiliates makes any recommendation to stockholders as to whether to tender or refrain from tendering their shares or as to the price or prices at which stockholders may choose to tender their shares. No person is authorized to make any such recommendation. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which their shares should be tendered. In doing so, stockholders should read carefully the information in, or incorporated by reference in, the Offer to Purchase and the Letter of Transmittal (as they may be amended or supplemented), including the purposes and effects of the offer. Stockholders are urged to discuss their decisions with their own tax advisors, financial advisors and/or brokers.