Current Price – $64.19
Offer Price – $61 – $66.5
Upside – $230 or 3.6% (if the upper pricing limit is used)
Expiration date – 3 September 2015
No proration for odd lot holders
Motorola Solutions, Inc., a Delaware corporation, hereby offers to purchase for cash up to $2.0 billion of shares of its issued and outstanding common stock, par value $0.01 per share (the “shares”), at a price not less than $61.00 and not more than $66.50 per share. Assuming that the conditions to the tender offer are satisfied or waived and the tender offer is fully subscribed, if the purchase price per share is $61.00 we would purchase 32,786,885 shares and if the purchase price per share is $66.50 we would purchase 30,075,188 shares, representing approximately 15.9% and 14.5%, respectively, of our outstanding shares as of the date of this Offer to Purchase.
No proration for Odd Lot holders:
If you own, beneficially or of record, fewer than an aggregate of 100 shares, you properly tender all of such shares at or below the Purchase Price prior to the Expiration Date (and do not properly withdraw such shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the tender offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration.
Source of Funds:
The tender offer is not subject to a financing condition. Assuming the tender offer is fully subscribed, we expect that the aggregate cost of the purchases, including all fees and expenses related to the tender offer, will be approximately $2.0 billion. The Company will fund the tender offer with a combination of existing cash on the Company’s balance sheet and a portion of the proceeds from the $1 billion investment by Silver Lake.